This Agreement outlines the terms of your acquisition and use of ThriveSparrow. By accepting this Agreement, either by registering on thrivesparrow.com, clicking a box indicating your acceptance, executing an order form, or any other documentation that references this Agreement, or by utilizing our services, you consent to the terms herein. If you're entering this Agreement on behalf of a corporation or another legal entity, you assert that you possess the authority to commit such entity and its affiliates to these terms. In such an instance, the words "you" or "your" will pertain to that entity and its affiliates. If you lack this authority, or if you disagree with these terms, you must refrain from accepting this Agreement and cannot use our services.If you register for a free plan or trial of our services, the applicable provisions of this Agreement shall govern the same.
Definitions
For the purposes of this Agreement, the following definitions and rules of interpretation shall apply.
a. “
Agreement” means this Terms of service including its amendment, if any.
b. “
Term” means the duration of the provision of the Services under this Agreement including its renewal term unless terminated earlier in accordance with the terms contained herein.
c. “
Representatives” means either Party’s employees, officers, representatives, permitted assigns or subcontractors involved in the provision or receipt of the Services.
d. “
Services” means SurveySparrow Inc.’s proprietary software-as-a-service solution(s), including the Dashboard, ThriveSparrow application programming interfaces (APIs), ThriveSparrow Code and ThriveSparrow App, as described in the applicable Order Form.
e. “
Third-Party Platform” means any software, software-as-a-service, data sources or other products or services not provided by SurveySparrow Inc that are integrated with Services.
f. “
We”, “
Us” or “
Our” means SurveySparrow Inc., USA.
g. “
You” or “
Your” means an individual, a company or other legal entity who registers with Us to obtain a ThriveSparrow Account and has access to use the Services, for which you are accepting this Agreement, including its Affiliates.
h. “
Account” means ThriveSparrow account created by You.
i. “
User” means an individual who is authorized by You to use Our Service, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors, agents, and third parties with which You transact business.
j. The “
Privacy Policy” outlines the types of personal data SurveySparrow Inc. collects through the
thrivesparrow.com website, our products, and services. It details how we use that personal information, with whom it may be shared, and how you may exercise your rights relating to our processing of that data, including under the California Consumer Privacy Act (CCPA). Additionally, the Privacy Policy describes the measures we take to secure your personal data and provides information on how you can contact us to learn more about our privacy practices.
k. “
Security Features” means any security feature, including any encryption, pseudonymisation, key, PIN, password, token or smartcard.
l. “
Standard Contractual Clauses” means the contractual clauses dealing with the transfer of Personal Data outside the EEA, which have been approved by (i) the European Commission under Data Protection Legislation, or (ii) by the ODPC or an equivalent competent authority under Data Protection Legislation.
m. “
Order Form” means the agreement for the purchase of subscription of Our Services pursuant to this Agreement (the details of which are incorporated therein) that is entered into between You and Us from time to time, including any addenda and supplemental thereto. Order Forms shall be deemed incorporated into this Agreement by reference. By entering into an Order Form pursuant to this Agreement, You agree to be bound by the terms of this Agreement.
6. Intellectual Property
6.1 Our Rights
Your use of Our Services does not grant You ownership of them or any accessed content, except for your own. Unless explicitly permitted in writing, You are not authorized to use ThriveSparrow's trademarks or brand elements. We do not claim ownership of your content but require limited rights to provide our Services.
6.2 Your Rights
You represent that you possess or control necessary rights to your content. You shall not provide content through our Services that You do not have the rights to or that violate any third-party intellectual or publicity rights.
7. Third Party Products/Services:
7.1 Integration with Third Party Products
If You integrate third-party applications with ThriveSparrow services, You recognize We may grant such providers access to your data. ThriveSparrow only serves as a bridge between you and these third-party services and is not responsible for their actions. Your interaction with these third-party services falls under agreements made directly with them. ThriveSparrow is not responsible for any changes or deletions of your data by these third-party applications and will not sell your data to them.
7.2 Changes to Third-Party Services
ThriveSparrow retains the right to halt or limit access to any third-party service without prior notification.
8. Confidentiality & Privacy
8.1 Handling Confidential Information
Both parties commit to not revealing the other’s confidential details without prior written approval, unless for fulfilling Agreement obligations or mandated by law. If legally compelled, the disclosing party will inform the other beforehand.
8.2 Limited Disclosure
Each party will only share the other's confidential information with personnel or contractors requiring it to achieve the Agreement’s intent, provided they are bound by confidentiality agreements of equal or greater stringency.
8.3 Abiding by Privacy Laws
You are required to maintain a compliant privacy policy, respect all relevant data protection laws, and not sidestep any Service's privacy features. Familiarize yourself with Our Privacy Policy, which describes Our data practices. By using our Service, You agree we can handle and share your content as per our Privacy Policy and in line with relevant data laws.
9. Data Protection
We recognize that the intellectual property rights of your content remain yours or belong to the relevant data subjects as outlined in the
DPA. We possess no rights to your content or data other than to process them as detailed in this Agreement. You maintain rights to access, alter, erase, and transfer your content and/or data. When We process your data under this Agreement, it will adhere to ThriveSparrow's Data Processing Agreement (
DPA), which is an integral part of these Terms. The
DPA clarifies our responsibilities concerning data protection and security during the Service. For a deeper understanding of our data protection and security commitments, please read our
DPA.
10. Representation & Warranties
You Represent and Warrant that:
(i) Your use of ThriveSparrow's Services adheres to all relevant laws and regulations;
(ii) You have all necessary permissions to transfer data to us for lawful processing;
(iii) The data you provide, and Our handling of it, respects all intellectual property and data protection rights and doesn't infringe on third-party rights;
(iv) If storing minor's information in your ThriveSparrow Account, You have obtained proper consent as per relevant jurisdiction;
(v) If using a credit card for fees, the provided details are accurate, current, and that You will notify us of any changes.
11. Disclaimer of Warranties and Limitation of Liability
11.1 Your use of ThriveSparrow is at your sole risk. The Service is provided on an "as is" and "as available" basis. We disclaim all warranties, express or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be error-free, secure, or uninterrupted.
11.2 In no event shall We be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or in connection with your use of ThriveSparrow, even if advised of the possibility of such damages. If You suffer loss or damage as a result of SurveySparrow Inc.’s negligence or failure to comply with these Terms, any claim by You arising from SurveySparrow Inc.’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Subscription Fees paid by You in the previous 12 months.
11.3 If You are not satisfied with ThriveSparrow, your only remedy will be to terminate this Agreement at any time by notifying us that you no longer wish to use Our Services.
12. Indemnification
12.1 Indemnification by Us
Provided you adhere to these Terms of Service, SurveySparrow Inc commits to defending and covering you against any third-party claims suggesting the Service You have subscribed to violates their legitimate intellectual property rights ("IP Claim"). We shall bear the costs of defense and any awarded damages, including attorney fees, under these conditions:(a) You promptly inform us of any IP Claim;(b) We retain exclusive control over defense and settlement decisions; (c) You cooperate fully in these matters. However, we're not liable for IP Claims arising from: (i) Your specific instructions or designs;(ii) Alterations to the Service by parties other than us; (iii) Service usage in combination with other products where, on its own, it wouldn’t infringe.This section encapsulates our total obligation to you regarding any IP Claim resulting from Service usage.
12.2 Indemnification by You
To the extent permitted by applicable law, You shall indemnify Us and Our Affiliates, partners, and associates, against any third-party claims, losses, or expenses (including attorney fees) resulting from breaches of these Terms of Service, violations of laws, or infringements of intellectual property rights by You.
13. Billing Plan
13.1 Pricing plans for ThriveSparrow are available on our website and may be subject to change.
13.2 Annual plan charges are displayed on our website and may be subject to change. Payments are due on or near the anniversary of your initial payment date. Exceeding your plan's limit will bump you up to the next pricing tier, and you will be billed accordingly on the next payment date. Even if the Term concludes before this payment, you are obliged to pay at the escalated rate.
13.3 You hereby acknowledge and agree as follows: (i) for annual subscription renewals, there will be an automatic increase of seven percent (7%) from the previous year's subscription fee, payable on the next pay date; and (ii) for quarterly subscription renewals, the payment will be made in line with the standard subscription fee as detailed in our published pricing plan on Our Website and subject to the terms contained therein.
13.4 While you maintain a ThriveSparrow Account, You must provide valid credit card details. Charges will be made against this card, and You are responsible for updating expired card information. Those using a credit card must have authorization to do so. If We encounter issues processing your payment, We may downgrade your account to a free plan after attempting to notify You.
14. Engage
The Engage module (inclusive of various survey types) is designed to be anonymous, and You agree not to attempt to identify individual respondents or use survey data in a manner that could compromise employee privacy.
15. Kudos and Rewards
You acknowledge and agree that the rewards or other reward options made available to You are issued by third party providers of closed-loop codes (referred to as “Supplier”). If You enable a reward feature in conjunction with Our Services, We may give Supplier the access to Your data for the purpose of offering the reward services. Your use of the rewards shall be subject to the Supplier’s respective terms and conditions that govern the availability, redemption, use, and any associated expiration date or fees of that reward. All such terms and conditions are solely between You and the respective Supplier.. We make no representation or warranty related to, has no obligation under, and disclaims any liability associated with the Supplier terms and conditions.
You shall ensure that the rewards issued to a single recipient do not exceed $10,000 in a single day (“Limits on Issuance”) and refrain from instructing us to issue rewards that surpass such Limits on Issuance.Additionally, once the reward is issued, the same shall not be terminated, canceled or forwarded to a subsequent receipent.
You are expressly prohibited from using any Supplier trademarks, trade names, service marks, logos, and related identifiers of the Supplier (“Supplier Marks”) or creating advertising that references Us or any Supplier, unless such use has been approved in writing in advance by Us and is in accordance with any applicable Supplier guidelines and documentation.
You agree and acknowledge not to utilize the reward feature in any unlawful or unauthorized manner that may be detrimental to Our Services or expose Us to security, financial, legal or reputational risk. We shall have no liability or obligation whatsoever, including but not limited to, any liability or obligation arising from damage to, theft of, misuse of, loss of, or inability to use a reward that has been delivered to You.
16. Account Termination
16.1 General
Please be aware that if Your Account is terminated for a breach of these Terms of Service, no refund will be given. While you will not be charged further Subscription Fees, any prepaid amounts will not be refunded. We retain the right to terminate your account and your access to the service at any point and for any reason, at our sole discretion.
16.2 Termination by You
You may terminate Your Account on mutual consent by giving Us 30 days’ prior notice in writing at any time You wish to stop availing the Services or when You cease using Our Services. However, You shall not be entitled for a refund if You terminate Your Account in the middle of a subscription period for any reason whatsoever.
16.3 Our Right to Terminate
We may terminate your account if:(i) You breach any part of these Terms;(ii) You halt business operations;(iii) You face insolvency.
16.4 Additional Terms
We also reserve the right to limit or terminate your account if we suspect:(i) Non-compliance with these Terms of Service;(ii) Your actions may lead to Our legal or financial risks;(iii) Misconduct on your part;(iv) Payment delays;(v) We incur losses due to your actions.Terminating under these conditions will not make us liable for any damages You may encounter due to non-adherence to these Terms of Service.
16.5 Responsibilities After Termination
Any obligations or outstanding payments due which are accumulated prior to termination will persist post-termination.
17. Miscellaneous
17.1 Usage of Logo & Names
By using our services, you authorize us to use your name and logo to identify you as a client on our promotional platforms.
17.2 Non-Transferability
You shall not transfer your rights or obligations under this agreement without Our explicit written permission.
17.3 Validity of Terms
If any provision here is found unlawful or unenforceable, it shall not affect the enforceability of the other terms.
17.4 Independent Relationship
Our relationship is solely as independent entities. This Agreement does not create or imply any partnership, employment, or agency between us.
17.5 Service Exclusivity
Our services to you are non-exclusive. We retain the right to offer our services to others.
17.6 Updates to Terms
The latest version of these Terms of Service can always be found on our site. We shall notify you of major changes through email. Regularly checking this page is your responsibility. Continued use after changes have been made signifies your acceptance of these Terms of Service.
17.7 Entire Agreement
These Terms of Service and any policies or operating rules posted by Us on this site or in respect to the Service constitutes the entire Agreement and understanding between You and Us and govern Your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between You and Us (including, but not limited to, any prior versions of the Terms of Service).Any subsequent Service Order Form that is entered into between You and Us shall be considered incorporated by reference into this Terms of Service and form an integral part of the same. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.
17.8 Conflict of Provisions
In case of any conflict between any provisions contained in the Terms of Service and subsequent Service Order Form, Service Order shall prevail to the extent of such conflict of provisions.
17.9 Waiver
The failure of Us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
18. Governing Law and Jurisdiction
18.1 Jurisdiction
Each Party agrees to submit to the exclusive and personal jurisdiction of the Courts located in California, USA.
18.2 Governing law
The terms of this Agreement shall be governed by the laws of the State of California. In the event of any conflicts between foreign law, rules, and regulations, the governing law shall prevail. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.
18.3 Language
The Parties confirm that it is their wish that this Agreement as well as other documents relating to this Agreement, including notices, be drawn up in English only.
19. Notices
Any notices required or permitted to be given under this Agreement or related to Our services should be addressed to:
SurveySparrow Inc.,
2261 Market Street, STE 22625, San Francisco,
CA 94114,
USA.
All notices related to this Agreement will be in writing and will be effective upon Our receipt of Your email to privacy@thrivesparrow.com. Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant person designated by You.
CONTACT US
Should You have questions about the Terms of Service, please send Us an email to privacy@thrivesparrow.com.
