Sprout Creatives offers you a wide range of content, communication tools, forums, and information about its products and services ("Materials") via this web site. By using this web site, you are agreeing to accept and comply with the terms and conditions of use as stated below ("Terms of Use"), which Sprout Creatives may update at any time without notice. You should visit this page periodically to review the then-current Terms of Use. Please note that Sprout Creatives may, at its sole discretion, terminate your access to this web site at any time without notice.
This web site is owned and operated by Sprout Creatives. Unless otherwise specified, all Materials on this web site are the property of Sprout Creatives and are protected by the copyright laws of Australia and, throughout the world by the applicable copyright laws. You may, view, print and/or download one copy of the Materials from this web site on any single computer solely for your personal, informational, non-commercial use, provided you keep intact all copyright and other proprietary notices. No Materials published by Sprout Creatives on this web site, in whole or in part, may be copied, reproduced, modified, republished, uploaded, posted, transmitted, or distributed in any form or by any means without prior written permission from Sprout Creatives. The use of any such Materials on any other web site or networked computer environment or for any other purpose is strictly prohibited and such unauthorized use may violate copyright, trademark and other similar laws.
Except for any disclosure by you for technical support purposes, or as specified in our Privacy Statement, all communications from you to this web site will be considered non-confidential and non-proprietary. You agree that any and all comments, information, feedback and ideas regarding our company, products or services that you communicate to Sprout Creatives ("Feedback") will be deemed, at the time of communication to Sprout Creatives, the property of Sprout Creatives, and Sprout Creatives shall be entitled to full rights of ownership, including without limitation, unrestricted right to use or disclose such Feedback in any form, medium or technology now known or later developed, and for any purpose, commercial or otherwise, without compensation to you. You are solely responsible for the content of your communications and their legality under all laws and regulations. You agree not to use this web site to distribute, link to or solicit content that is defamatory, harassing, unlawful, libellous, harmful to minors, threatening, obscene, false, misleading, or infringing a third party intellectual or privacy rights.
Access to and use of password protected or secured areas of this web site is restricted to authorized users only. You will be asked to provide accurate and current information on all registration forms on this web site. You are solely responsible for maintaining the confidentiality of any username and password that you choose or is chosen by your web administrator on your behalf, to access this web site as well as any activity that occur under your username/password. You will not misuse or share your username or password, misrepresent your identity or your affiliation with an entity, impersonate any person or entity, or misstate the origin of any Materials you are exposed to through this web site.
Although Sprout Creatives is not obligated to do so, it will have the right to review your communications on this web site to determine whether you comply with our Terms of Use. Sprout Creatives will not have any liability or responsibility for the content of any communications you post to this web site, or for any errors or violations of any laws or regulations by you. Sprout Creatives will comply with any court order in disclosing the identity of any person posting communications on this web site. It is advisable that you review our Privacy Policy before posting any such communications. Please note that when you conduct transactions with other companies providing content via this web site, you will also be subject to their privacy policies.
The linked sites are not under the control of Sprout Creatives and Sprout Creatives is not responsible for the content of any linked site or any link contained in a linked site. Sprout Creatives reserves the right to terminate any link at any time. Sprout Creatives may provide links from this web site to other sites as a convenience to you and in no way should this be interpreted as an endorsement of any company, content or products to which it links. If you decide to access any of the third party sites linked to this web site, you do this entirely at your own risk. SPROUT CREATIVES DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, TO ANY SUCH LINKED SITES, INCLUDING BUT NOT LIMITED TO ANY TERMS AS TO THE ACCURACY, OWNERSHIP, VALIDITY OR LEGALITY OF ANY CONTENT OF A LINKED SITE.
The trademarks, service marks and logos of Sprout Creatives and others used in this web site ("Trademarks") are the property of Sprout Creatives and their respective owners. You have no right to use any such Trademarks, and nothing contained in this web site or the Terms of Use grants any right to use (by implication, waiver, estoppel or otherwise) any Trademarks without the prior written permission of Sprout Creatives or the respective owner.
You agree to indemnify, defend and hold Sprout Creatives harmless from and against any and all third party claims, liabilities, damages, losses or expenses (including reasonable attorney's fees and costs) arising out of, based on or in connection with your access and/or use of this web site.
IN NO EVENT SHALL SPROUT CREATIVES OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS PROFITS OR REVENUES, COSTS OF REPLACEMENT GOODS, LOSS OR DAMAGE TO DATA ARISING OUT OF THE USE OR INABILITY TO USE THIS WEB SITE OR ANY LINKED SITE, DAMAGES RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION OR MATERIALS PRESENTED ON THIS WEB SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY EVEN IF SPROUT CREATIVES OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Sprout Creatives assumes no responsibility for accuracy, correctness, timeliness, or content of the Materials provided on this web site. You should not assume that the Materials on this web site are continuously updated or otherwise contain current information. Sprout Creatives is not responsible for supplying content or materials from the web site that have expired or have been removed. THE MATERIALS PROVIDED AT THIS WEB SITE ARE PROVIDED "AS IS" AND ANY WARRANTY (EXPRESS OR IMPLIED), CONDITION OR OTHER TERM OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE IS HEREBY EXCLUDED.
These Terms of Use are governed by the law in force in the State of New South Wales, Australia, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and courts of appeal from them for determining any dispute concerning the Terms of Use.
If you have any questions regarding the Terms of Use, please contact Sprout Creatives via our Contact page.
In consideration of the mutual covenants set forth in this Agreement, Client and Developer (Sprout Creatives) hereby agree as follows:
Developers agree to develop the website according to the terms listed on Exhibit A (the "Payment Terms").
Developers agree to develop the website pursuant to the specifications set forth in their Website Proposal.
Developers will use reasonable diligence in the development of the website and endeavor to deliver to Client an operational website no later than stated in Website Proposal. Client acknowledges, however, that this delivery deadline, and the other milestones, are estimates, and are not required delivery dates. The output is to be used only within the scope of the project as outlined in Website Proposal and does not include the following: Multiplying the website across other domains or servers, creating new websites based on the code, selling the code, relinquishment of copyright by Developers in any way. All final output products will be provided to the Client online only. No physical product delivery to the Client exists.
Client shall retain all of its intellectual property rights in any text, images or other components it owns and transmits to Developers for use in the website. Client shall hold the copyright for the agreed upon version of the website as delivered, and Client's copyright notice will be displayed in the final version.
Developers retains exclusive rights to pre-existing material they use in Client's project(s). Client does not have the right to reuse, resell or otherwise transfer material owned by Developers or third-parties. Developer's materials shall be defined as set forth in Exhibit B (the "Copyright Ownership").
For all of Developers' services under this Agreement, Client shall compensate Developers, pursuant to the terms of Exhibit A attached hereto. In the event Client fails to make any of the payments referenced in Exhibit A by the deadline set forth in Exhibit A, Developers have the right, but are not obligated, to pursue any or all of the following remedies: (1) replace Home Page with a 'Website Down' splash page, (2) remove content from servers managed by Developers, (3) bring legal action.
Client and Developers acknowledge and agree that the Specifications and all other documents and information related to the development of the website (the "Confidential Information") will constitute valuable trade secrets of Developers. Client shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Developers' prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Excluded from the "Confidential Information" definition is anything that can be seen by the public on the website when each page of the website is first accessed.
Developers warrant the website will conform to the Specifications. If the website does not conform to the Specifications, Developers shall be responsible to correct the website without unreasonable delay, at Developers sole expense and without charge to Client, to bring the website into conformance with the Specifications. This warranty shall be the exclusive warranty available to Client. Client waives any other warranty, express or implied. Client acknowledges that Developers do not warrant that the website will work in all browsers. Client acknowledges that Developers are not responsible for the results obtained by Client on the website. Client waives any claim for damages, direct or indirect, and agrees that its sole and exclusive remedy for damages (either in contract or tort) is the return of the consideration paid to Developers as set forth in Exhibit A.
Developers are retained as independent contractors. Developers will be fully responsible for payment of their own income taxes on all compensation earned under this Agreement. Client will not withhold or pay any income tax, social security tax, or any other payroll taxes on Developers' behalf. Developers understand that they will not be entitled to any fringe benefits that Client provides for its employees generally or to any statutory employment benefits, including without limitation worker's compensation or unemployment insurance.
Client agrees to make available to Developers, for Developers' use in performing the services required by this Agreement, such items of hardware and software as Client and Developers may agree are reasonably necessary for such purpose.
Entire Agreement.
This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto.
Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland. Exclusive jurisdiction and venue shall be in the Worcester County, Maryland Superior Court.
Binding Effect.
This Agreement shall be binding upon and insure to the benefit of Client and Developers and their respective successors and assigns, provided that Developers may not assign any of his obligations under this Agreement without Client's prior written consent.
Waiver.
The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.
Good Faith.
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of this Agreement.
Ownership of Photographs.
Developers’ may use some of their own photographs for the website. Developers’ maintain ownership of the photographs, and only grant Client a non-exclusive right to use those photographs, and only on Client's website.
No Right to Assign.
Client has no right to assign, sell, modify or otherwise alter the website, except upon the express written advance approval of Developers, which consent can be withheld for any reason.
Right to Suspend Website.
In the event Client fails to make any of the payments set forth on Exhibit A within the time prescribed in Exhibit A, Developers have the right to suspend the website until payment in full is paid, plus accrued late charges of .15% per month.
Indemnification.
Client warrants that everything it gives Developers to put on the website is legally owned or licensed to Client. Client agrees to indemnify and hold Developers harmless from any and all claims brought by any third-party relating to any aspect of the website, including, but without limitation, any and all demands, liabilities, losses, costs and claims including attorney's fees arising out of injury caused by Client's products/services, material supplied by Client, copyright infringement, and defective products sold via the website. Further, Client agrees to indemnify Developers from responsibility for problems/disruptions caused by third-party services that Client may use such as merchant accounts, shopping carts, shipping, hosting services, real time credit card processing and other services that relate to the ownership and operation of the website project.
Use of Website for Promotional Purposes.
Client grants Developers the right to use the website for promotional purposes and/or to cross-link it with other Websites developed by Developers. Client agrees that a link will appear at the bottom of each page in the Client's website. The Developer link will be in the form of a text link and/or a very small graphic.
No Responsibility for Theft.
Developers have no responsibility for any third-party taking all or any part of the website.
Right to Make Derivative Works.
Developers have the exclusive rights in making any derivative works of the website.
Attorney’s Fees.
In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement, the prevailing party shall be entitled to recover its actual attorney's fees and costs, including expert witness fees.
Identification of Developers.
Client agrees that Developers' identification may be annotated within the code and on the website as the designers. Client also agrees to put a copyright notice on the website and the relevant content therein.
No Responsibility for Loss.
Developers are not responsible for any down time, lost files, improper links or any other loss that may occur in the operation of the website.
Transfer of Rights.
In the event Developers are unable to continue maintenance of the website non-exclusive rights to the website will be granted to Client.
Domain Hosting.
Client agrees to host their website using the Developer's choice of platforms based on the project scope using: BlueberryCMS, WordPress, Webflow, Shopify, or Wix. Web hosting fees are not included in Website Proposal agreement totals. Web hosting is billed separately upon launch. See your Website Proposal for specific pricing and package details.
Each party represents and warrants that, on the date stated in the Website Proposal, that they are authorized to enter into this Agreement in entirety and duly bind their respective principals.
Developers shall not do anything that may infringe upon or in any way undermine Client's right, title, and interest in the website, as described below.