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Terms of Service

  1. Introduction

    1. By using the  Sprout Open Content Agriculture Platform (“Sprout”) Service (“the Service”), you accept and agree to be bound by the terms of Service (“Terms”).

  2. Definitions

    1. An “Account” represents your legal relationship with Sprout. A “User Account” refers to  an individual User’s authorization to log in  to use the Service and serves as the Users identity on Sprout.

    2. “Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, packages, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own.

    3. User Data refers to the information uploaded by the User on its Account for its own internal use and which is not subject to whatsoever control or oversight by Sprout. This information includes materials, personal information and statistics relating to the User’s beneficiaries. Please refer to Clause 8 of these terms for more information on management of the User Data. 

    4. Content Sharing Agreement refers to the Creative Commons License User chooses and documents on Website to allow for use of their uploaded Content.Attribution 4.0 International (CC BY 4.0) will be assigned to your content. 

    5. “Sprout”, “We”, “Us”, “Our” is hosted by Mercy Corps Agrifin refers to Mercy Corps Agrifin  affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.

    6. The “Service” refers to Content, applications, software, products, analytics and services provided by Sprout in partnership with other Content providers  on the Website.

    7. The Terms of Service (“Terms”) refers, collectively, to all the terms, conditions and notices referred to and referenced in this document and all other operating rules, policies and procedures we may publish from 

    8. The “User” “You” refers to the individual person, company or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account or that directs the use of the Account in the performance of its functions. A User must be at least 13 years of age. 

    9. The “Website” refers to Sprout’s website located at sproutopencontent.com and all content, services, and products provided by Sprout at or through the Website. 

  3. Account Terms

    1. Summary. Users have administrative controls. A human must create the account. You alone are responsible for the account and anything that happens while you are signed in and using the account. You are responsible for keeping the account secure.

    2. Account Controls. Subject to these terms, you as a User retain ultimate administrative control over your organization's subscription, your personal user account and the Content within it. Each  organization will designate one or more users to act as administrators for the organization. These admins will create users for other users that are associated with the organization.

    3. Required Information. You must provide a valid email address in order to  complete the sign-up process. Any other information requested, such as your real name, is optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity). 

    4. Account Requirements. We have a few rules for User accounts on Sprout’s Service. 

      1. You must be a human to create an Account. 

      2. Machine accounts are permitted. A machine account is an Account set-up by an individual human who accepts the terms on behalf of the Account and provides a valid email address and is responsible for its actions.

      3. You must be 13 years or older.

      4. Your login may be used by only one person.

    5. User Account Security. You are responsible for keeping your account secure while you use our service. You will notify Sprout if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.

  4. Acceptable Use. 

    1. Summary. Sprout hosts a wide variety of content projects from all over the world that are freely available for Users to use, but this only works when users who provide content and users who use content work together in good faith. While using this section, you must follow the terms of this section.

    2. Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control or sanctions laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with any applicable regulations. 

    3. You agree that you will not under any circumstances violate our Acceptable Use Policies.

  5. User-Generated Content 

    1. Summary. You own content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close accounts if we need to. 

    2. Responsibility for User Generated Content

      1. You may upload content while using the Service.  You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

      2. Sprout reserves the right to take down any Content i.e Sprout can remove the Content. We have the right to review or remove any User Generated Content, that in our sole discretion violates any laws, terms or policies. 

      3. Ownership of Content, Right to Post and License Grants

        1. You retain ownership of and responsibility for Your Content. If you're posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post or posted on your behalf; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.

        2. Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other Users — certain legal permissions in the License to grant others section below.

  6. License Grant to Us

    1. Summary. We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, archive, parse, and display Your Content, and make incidental copies, as necessary to provide the Service, including improving the Service over time. This license includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users.

    2. This license does not grant Sprout the right to sell Your Content. It also does not grant Sprout the right to otherwise distribute or use Your Content outside of our provision of the Service, except that as part of the right to archive Your Content.

  7. License Grant to Others

    1. We provide six options from the Creative Commons Framework to associate with your content. If you do not select a Content Sharing Agreement, Creative Commons Attribution 4.0 International (CC BY 4.0) will be assigned to your content.  Users will be free to use the content within the guidelines of Acceptable Use Policies.

  8. User-Data​

    1. Summary. You own and have complete control and responsibility over the User Data which is within your control and warrant that you shall not upload any information that would be in violation of any applicable laws.​

      1. Responsibility for User Data

      2. You may upload content while using the Service.  You are solely responsible for the content of, and for any harm resulting from, any User Data  that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Data.

      3. Ownership of Content, Right to Post and License Grants

      4. You retain ownership of and responsibility for  the User Data. If you're posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post or posted on your behalf; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.

    2. Take down notice

      1. If you believe that Content on our website violates the law or any of your intellectual property rights, please contact us by email.  

      2. On receipt of the takedown notice, we will notify the user who posted the allegedly infringing material and attach a copy of the takedown notice as received.

      3. We will then review the material and consider blocking, limiting, or removing access to it within the time prescribed by law. 

      4. The User responsible for the Content shall be notified of the decision, if any, to block, limit or restrict access to the Content.

      5. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.

    3. Intellectual Property Notice.​

      1. Summary. We own the Service and all of the Content posted on our website belongs to the content provider who posted it. In order for you to use the Content, we give you certain rights to it but you may only use our content in the way we have allowed subject to the Acceptable Use Policy. .

      2. Rights to the Website and Service. Sprout and our hosts, vendors and agents, retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under these Terms of Service or by law. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Sprout.

      3. Trademarks and Logos. If you would like to use Sprout’s trademarks, contact Sprout by email. 

      4. License to Sprout Policies. This agreement is licensed under the Creative Commons Zero

  9. API Terms

    1. Summary. You agree to these Terms of Service, plus this Section 8, when using any of Sprouts APIs (Application Provider Interface), including use of the API through a third party product that accesses Sprout.

    2. Abuse or excessively frequent requests to Sprout via the API may result in the temporary or permanent suspension of your Account's access to the API. Sprout, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension.

    3. You may not use the API to download data or Content from Sprout for spamming purposes.

    4. All use of the Sprout API is subject to these Terms of Service

  10. Sprout Additional Product Terms

    1. Summary. You need to follow certain specific terms and conditions for Sprout’s various features and products and you agree to Supplemental Terms and Conditions when you agree to these Terms.

  11. Communications with Sprout​

    1. Summary. We use email and other electronic communications to stay in touch with our users.

    2. Electronic Communication Required. For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree to all Terms of Service, agreements, notices, disclosures and other communications we provide that you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. 

    3. Legal Notice to Sprout Must Be in Writing. Communications made through email or Sprout support messaging system will not constitute legal notice to Sprout or any of its hosts, officers, employees, agents or representatives in any situation where notice to Sprout is required by contract or any law or regulation. Legal notice to Sprout must be in writing and served on Sprout 's legal agent.

    4. Sprout only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.

  12. Disclaimers of Warranties

    1. Summary. We provide our service as is and we make no promises or guarantees about this service. Please read this section carefully so as to understand what to expect.

    2. Sprout provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement. 

    3. Sprout does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

    4. You warrant that you have obtained all the necessary approvals, consent and complied with all the applicable laws in respect of the Content and User Data provided on Sprout. 

  13. Limitation of Liability​

    1. Summary. We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully to ensure you understand the limits our obligations towards you.

    2. You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from: 

    3. the use, disclosure, or display of your User-Generated Content;

    4. your use or inability to use the Service;

    5. any modification, price change, suspension or discontinuance of the Service;

    6. the Service generally or the software or systems that make the Service available;

    7. unauthorized access to or alterations of your transmissions or data;

    8. statements or conduct of any third party on the Service;

    9. any other user interactions that you input or receive through your use of the Service; or

    10. any other matter relating to the Service.

    11. Our liability is limited regardless of whether or not we have been informed of the possibility of such damages, and even where a remedy set forth in these Terms of Service is found to have failed its essential purpose. We will have no liability for any failure or delay caused by matters beyond our reasonable control.

  14. Release and Indemnification

    1. Summary: You are responsible for your use of the Service. If you harm someone else or get into a dispute with someone else, we will not be involved.

    2. If you have a dispute with one or more Users, you agree to release Sprout from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

    3. You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of these Terms of Service, provided that Sprout: (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Sprout of all liability); and (3) provides to you all reasonable assistance, at your expense.

  15. Changes to These Terms

    1. Summary: We want our users to be informed of all significant changes made to these Terms of Service. While we may modify this agreement at any time, we will notify you of any material changes likely to affect your rights and/or obligations in relation to the Services, and give you time to adjust to them.

    2. We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to these Terms of Service, s, at least 30 days prior to the change taking effect by posting a notice on our Website or sending emails to the primary email address specified in your Sprout account. A User’s continued use of the Service after those 30 days constitutes agreement to those revisions of these Terms of Service. For any other modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service. 

    3. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

  16. Miscellaneous

    1. Governing Law. These Terms of Service between you and Sprout, any access to or use of the Website or the Service, and any disputes arising from it are governed by the federal laws of the USA. You and Sprout agree to submit to the exclusive jurisdiction and venue of the courts located in USA.

    2. Non-Assignability. Sprout may assign or delegate these Terms of Service and/or the in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section 5.2.4. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.

    3. Section Headings and Summaries. Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

    4. Severability, No Waiver, and Survival. If any part of these Terms is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Sprout to enforce any provision of these Terms will not be considered a waiver of our right to enforce such provision. Our rights under these Terms will survive any termination of these Terms.

    5. Amendments; Complete Agreement. These Terms may only be modified by a written amendment signed by an authorized representative of Sprout, or by the posting by Sprout.  These Terms supersedes any proposal or prior agreement oral or written, and any other communications between you and Sprout relating to the subject matter of these Terms including any confidentiality or nondisclosure agreements.

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