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.

2.1 Eligibility
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By adhering to this Terms of Service, You confirm and guarantee that You have reached the age of majority as defined by the laws in your state or province of residence; are not located in Cuba, Iran, North Korea, Syria, or any other region under a U.S. government embargo, or identified by the U.S. government as a "terrorist-supporting" country; are not on any U.S. government list of banned or restricted individuals; the contact and billing details shared/provided are genuine, accurate, current, and complete; and the use of ThriveSparrow services/site by any minor dependants under your care is with your explicit approval.
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2.2 Unlawful Use of ThriveSparrow Services
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‍You agree not to utilize or allow the use of ThriveSparrow products for any illicit, unlawful, detrimental, fraudulent, or unauthorized purpose, and not to violate any pertinent laws in your jurisdiction while using the Service, including but not limited to data protection laws. You commit to informing us promptly upon identifying any unauthorized use of ThriveSparrow products or any perceived security breach or violation of these Terms. You pledge not to transmit any harmful software, spam (which for these purposes encompasses all illicit marketing communications, unsolicited commercial messages), or any malicious code. A breach or infringement of any of the Terms of Service will lead to an immediate cessation of our services to you under this Agreement, without any prior notification. We reserve the right to deny our services, suspend or terminate the account for any justified reason at any moment.

2.3 Your Content
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‍You acknowledge that your content (excluding credit card details) might be moved and involve (a) transfers across multiple networks; and (b) modifications to align with and adapt to the technical demands of interconnected networks or devices. Credit card information remains encrypted when transferred across networks.The headings within this Agreement are solely for clarity and won't restrict or otherwise influence these Terms.

3.1 Account(s)
‍As an authorized user of ThriveSparrow, You agree to provide accurate and complete information when creating your Account and updating your employee directory. You are responsible for maintaining the confidentiality of Your login credentials and are solely responsible for all activities that occur under Your Account.

‍3.2 Subscriptions
Subscriptions cover (a) access to ThriveSparrow services and account content. (b) During the term, subscriptions can be added, prorated based on the remaining duration and pricing of the current subscription. (c) All added subscriptions conclude alongside the initial subscription.

‍3.3 Usage Limits
‍ThriveSparrow services come with usage constraints, such as quantity limits. Specifically:
- Sharing a User's password is not allowed.
- User IDs are unique to an individual and can only be transferred if a User discontinues their use.Overstepping these limits will require either adjustment to your usage or subscribing to more services/content. Excessive usage may also result in additional fees.
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‍3.4 Restricted Content
‍Engaging in the following activities will lead to immediate account suspension:
- Installing unrelated software, like bitcoin mining or game servers.
- Accessing or using explicit content.
- Any unlawful or deceptive actions.

4.1 Compliance and Data Integrity
You shall (a) ensure all Users adhere to this Agreement, (b) maintain the accuracy and legality of Your Data, (c) take steps to prevent unauthorized access to ThriveSparrow services, notifying Us immediately if such occurs, and (d) use Our services in line with this Agreement and relevant laws. Any actions or omissions by a User, including service requests, are considered authorized by You.
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‍4.2 Employee Directory and Data Privacy
By using the employee directory feature, You agree to comply with all applicable data privacy and protection laws and regulations. You are responsible for obtaining necessary consent from employees to store and process their personal data within the platform.
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‍4.3 Usage Restrictions
You must not (a) offer ThriveSparrow services or content to third parties without our explicit permission, (b) resell, distribute, or sublicense our services, (c) store or transmit illicit or harmful materials using our platform, (d) disrupt our services or any third-party data, (e) attempt unauthorized access to our services, systems, or networks, (f) bypass usage limits, (g) duplicate any part of our services without permission, or (h) access our services to create competing products or reverse-engineer our services.

Violations of this Agreement, especially those jeopardizing the security of ThriveSparrow services, may lead to immediate suspension. We shall strive to notify you and provide an opportunity for resolution before any suspension. Failure to comply may result in termination. Reproducing, duplicating, or exploiting any portion of our services without our written consent is prohibited.

Upon registering for an account and accepting these Terms of Service, an Agreement is established. This Agreement persists either until your ThriveSparrow account is active or until either party terminates it in line with these Terms of Service. If registering on behalf of an entity, You confirm You have the authority to agree to these Terms of Service on its behalf.

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.
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‍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.

7.1 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.
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‍7.2 Changes to Third-Party Services
ThriveSparrow retains the right to halt or limit access to any third-party service without prior notification.

8.1 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.
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‍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.

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.

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.

11.1 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.
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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.

12.1 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.
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‍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.

13.1 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 five percent (5%) 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.

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.

You acknowledge that the Kudos feature is intended to encourage positive employee engagement and behavior. You agree to use the Kudos feature in good faith and not to engage in any activity that could be considered fraudulent, abusive, or otherwise in violation of these Terms of Service.

We may, from time to time, provide you with pre-release or beta features of the service ("ThriveSparrow Beta Features"). These ThriveSparrow Beta Features are provided for testing and evaluation purposes only, and may contain bugs, errors, or other issues. We do not guarantee the functionality, reliability, or availability of ThriveSparrow Beta Features. You agree that your use of such ThriveSparrow Beta Features is at your own risk, and that We will not be liable for any harm or damage, whether direct, indirect, incidental, special, consequential, or exemplary, resulting from your use of ThriveSparrow Beta Features.

In the event the ThriveSparrow service does not fulfill Your expectations or requirements and You notify Us of the same in writing, refunds will be granted on a prorated basis for the unused portion of the prepaid Subscription Fees subject to the following conditions:
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a) That there has been no breach of any part of these Terms of Service or the Acceptable Usage Policy on Your part.
b) The refund request arises from substantial modifications made to the service that have led to your dissatisfaction.
c) The refund request is due to persistent technical issues, which despite your cooperative efforts and providing Us ample opportunity, We have not been able to resolve.All refund requests should be sent to Us in writing.

18.1 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.
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18.2 Termination by You
You may terminate your ThriveSparrow account with a mutual agreement by notifying Us 30 days in advance.
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18.3 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.
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18.4 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.
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18.5 Responsibilities After Termination
Any obligations or outstanding payments due which are accumulated prior to termination will persist post-termination.

19.1 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.

19.2 Non-Transferability
You shall not transfer your rights or obligations under this agreement without Our explicit written permission.

19.3 Validity of Terms
If any provision here is found unlawful or unenforceable, it shall not affect the enforceability of the other terms.

19.4 Independent Relationship
Our relationship is solely as independent entities. This Agreement does not create or imply any partnership, employment, or agency between us.

19.5 Service Exclusivity
Our services to you are non-exclusive. We retain the right to offer our services to others.

19.6 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.

19.7 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.

19.8 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.

19.9 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.

20.1 Jurisdiction
Each Party agrees to submit to the exclusive and personal jurisdiction of the Courts located in California, USA.

20.2 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.

20.3 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.

Any notices required or permitted to be given under this Agreement or related to Our services should be addressed to:
SurveySparrow Inc.,
2345 Yale St FL 1 Palo Alto,
CA 94306

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.

Should You have questions about the Terms of Service, please send Us an email to privacy@thrivesparrow.com.