Terms of Service

Sproutsly is a listing and discovery platform only.

Sproutsly:

• Does not own, sell, store, inspect, or deliver items.
• Is not a party to any transaction between users.
• Does not process payments between buyers and sellers.
• Does not guarantee the quality, safety, legality, or accuracy of listings.
• Does not act as an agent, broker, or insurer for any user.

All transactions occur directly between users, entirely at their own risk and discretion.

You must be at least 18 years old to create an account or use the Platform. If you are under 18, you may only use the Platform with the consent and direct supervision of a parent or legal guardian who accepts these Terms on your behalf.

You are responsible for:

• Maintaining the confidentiality and security of your account credentials.
• Providing accurate, current, and complete information.
• All activity that occurs under your account.

Sproutsly may, in its sole discretion, suspend or terminate your account, or restrict access to the Platform, if we believe you have violated these Terms or applicable law, or for any other reason as permitted by law.

Sellers are solely responsible for their listings and products, including:

• Accuracy and completeness of listing descriptions and prices.
• Compliance with all applicable federal, state, and local laws and regulations.
• Obtaining and maintaining any required permits, licenses, or certifications.
• Food safety and handling practices, including storage, transport, and preparation (if applicable).
• Proper labeling and disclosure of ingredients, allergens, and other key details.

Sproutsly does not verify permits, licenses, or regulatory compliance, and does not inspect, test, or approve any goods listed on the Platform.

Sproutsly does not:

• Process or facilitate payments between buyers and sellers.
• Offer escrow or hold funds on behalf of any user.
• Provide refunds, returns, or exchanges.
• Mediate or set prices for transactions between users.

Any payment arrangements, delivery logistics, or other transaction details are agreed upon solely between buyer and seller, independent of Sproutsly.

Sproutsly is not responsible for, and will not be liable for:

• Non-payment or failure to deliver.
• Fraud, misrepresentation, or deceptive conduct by users.
• Product defects, contamination, or non-conformity.
• Personal injury or illness allegedly caused by products.
• Property damage related to transactions or products.
• Any disputes, disagreements, or conflicts between users.

Sproutsly may offer optional paid services to certain sellers, including but not limited to:

• Monthly or recurring subscription plans.
• Featured or highlighted listings.
• Promotional placement or advertising products.

Unless otherwise stated, subscription and promotional fees:

• Are billed in advance.
• Are non-refundable except where required by law.
• May automatically renew unless canceled in accordance with the applicable terms.

Sproutsly reserves the right to change pricing, subscription features, or availability of paid services, with notice where required by law.

You agree not to use the Platform to:

• List, sell, or purchase illegal, regulated, or hazardous items.
• Post false, misleading, deceptive, or fraudulent information or misrepresent any product.
• Harass, threaten, abuse, or otherwise harm other users.
• Attempt to circumvent or avoid subscription fees or paid features.
• Use automated scripts, bots, or scraping tools without our prior consent.
• Infringe or violate the intellectual property or privacy rights of others.

Sproutsly may, at its sole discretion, remove or modify content, suspend or terminate accounts, or take other appropriate action in response to prohibited conduct.

THE PLATFORM AND ALL CONTENT, FEATURES, AND SERVICES PROVIDED BY SPROUTSLY ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.

WITHOUT LIMITING THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY WARRANTIES OF:

• MERCHANTABILITY;
• FITNESS FOR A PARTICULAR PURPOSE;
• NON-INFRINGEMENT;
• ACCURACY, COMPLETENESS, OR RELIABILITY OF LISTINGS OR CONTENT; AND
• SAFETY, QUALITY, OR LEGALITY OF ANY PRODUCTS OR TRANSACTIONS.

We do not guarantee that any listing is legitimate, that any user will complete a transaction, or that any product is safe, properly labeled, or compliant with law.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SPROUTSLY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, PERSONAL INJURY, PROPERTY DAMAGE, OR USER DISPUTES, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF (OR INABILITY TO USE) THE PLATFORM.

TO THE EXTENT LIABILITY CANNOT BE EXCLUDED, THE TOTAL AGGREGATE LIABILITY OF SPROUTSLY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100).

You agree to indemnify, defend, and hold harmless Sproutsly and its officers, directors, employees, contractors, and agents from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your use of the Platform or your listings.
• Your products, services, or conduct.
• Your violation of these Terms or any applicable law or regulation.
• Any injury, illness, or damage caused by your goods or activities.

This indemnification obligation is critical to managing marketplace risk.

Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Platform shall be resolved exclusively through binding arbitration, rather than in court, except that you may assert claims in small claims court if they qualify.

Arbitration shall be conducted in the State of Arizona, in accordance with applicable arbitration rules. You and Sproutsly agree that:

• You waive any right to a trial by jury.
• You waive the right to participate in a class action, class arbitration, or any other representative proceeding.

These Terms and any dispute arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles.

Sproutsly may suspend or terminate your access to the Platform, or any part of it, at any time and for any reason permitted by law, including if we believe you have violated these Terms or engaged in fraudulent, abusive, or harmful conduct.

Upon termination, your right to use the Platform will immediately cease, but the provisions of these Terms that by their nature should survive (including, without limitation, indemnification, limitation of liability, and dispute resolution) will continue in full force and effect.

We may update or modify these Terms from time to time. When we do, we will revise the "Effective Date" at the top of this page and, where required by law, provide additional notice.

Your continued use of the Platform after any changes become effective constitutes your acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Platform.

If you have any questions about these Terms, please contact us at legal@sproutsly.app.