Terms and Conditions of Use
Sprout Family
Last updated: August 1, 2023
Introduction – What are These Terms?
The following terms and conditions, together with any documents and/or additional terms they expressly incorporated by reference (these “Terms”), govern access to and use, including any content, functionality, and services offered on or through https://www.sproutfamily.ca/ (the “Platform”) by registered users of the Platform (“User(s)”) and the employers or other organizations that provide Users access to the Platform (the “Subscriber(s)”) (“you” and “your(s)” refers to both Users and Subscribers).
These Terms constitute a legal agreement and are entered into for use of the Platform by and between you and Sprout Family Inc. c.o.b. as Sprout Family (“Sprout” “we”, “us”, “our”). Subscribers will also be required to agree to Sprout’s standard Service Agreement, the terms of which shall be incorporated herein by reference.
By using this Platform, you represent and warrant that you are the legal age of majority under applicable law to form a binding contract with Sprout. If you do not meet all of these requirements, you must not access or use the Platform.
What Sprout Does For You
The Platform is a digital concierge that supports Canadians in their personal journeys to build a family. It is a Business-to-Business-to-Client platform made accessible and available to Users by their Subscriber employer or other organization of which they are a member.
We offer a range of resources to support Users throughout the family-building journey such as educational materials, articles, videos, webinars, and interactive tools to enhance knowledge about family-building support and fertility treatments. We connect Users with experts specializing in reproductive healthcare, fertility, adoption and surrogacy, as well as selected professional providers of legal, financial and tax advice in the context of family planning.
We do so by collecting personal, health and financial information from you, governed by our Privacy Policy (“Privacy Policy”; https://www.sproutfamily.ca/privacy-policy), which we then use to select the most optimal resources, services and referrals for your family planning needs.
In future, we plan to add new features to the Platform. When we do add new features, these Terms will apply to them, and we may make revisions to these Terms to adapt to such new features.
Joining Sprout
Subscribers wishing to procure Sprout’s services for their employees or members must themselves register and subscribe to the Platform, including providing information on their business or organization and on the employee/member group which will be provided access to the Platform’s services and features. Subscribers will also be required to agree to Sprout’s standard Service Agreement, the terms of which shall be incorporated herein by reference.
Users must also register and create an account in order to access all of the Platform’s services and features.
You agree to provide true, accurate, current, and complete information about yourself as prompted by the applicable registration or log-in form, and you are responsible for keeping such information up to date (this includes your contact information so that we can reliably contact you).
Your provision of registration information and any submissions you make to the Platform through any functionality such as applications, chat rooms, e-mail, message boards, personal, or interest group web pages, profiles, forums, bulletin boards and other such functions constitutes your consent to all actions we take with respect to such information consistent with our Privacy Policy.
If for any reason a User’s employment with or membership in their Subscriber terminates, we will terminate their access to the Platform immediately or on a date set by the Subscriber for termination.
We reserve the right at any time and from time to time, to disable or terminate your account, any username, password, or other identifier, whether chosen by you or provided by us, in our sole discretion for any or no reason, including any violation of any provision of these Terms.
How to Use Sprout
Users who are registered via their employer or other organization will also be granted login credentials, and may then access Sprout’s services on the Platform.
To access the Platform you will be required to log in using your username and password. You are responsible for all activity occurring when the Platform is accessed through your account, whether authorized by you or not.
Users will be paired with a Family Building Advisor, acting as their personal guide and facilitator for their access to all of the Platform’s services, resources and referrals, to assist Users throughout their journey on Sprout.
Fees and Payment
Subscribers will be charged fees by Sprout for the provision of access to the Platform to their User employees or members. Fees will depend on the type of subscription purchased by the Subscriber, the term, the number of employee/member Users involved, and other factors.
If the Subscriber is paying directly, we accept payment through third-party payment processors (e.g. Stripe, GoCardless). When you reach the payment step, you will be redirected to the external site of the payment processor, or you will be presented a note stating your account will be debited upon resuming. All protocols and terms of service applicable to users of such third-party services will apply to you when you use them.
Users will not be individually charged for access to the platform. Where Users receive services from Sprout’s partner providers that are covered as part of the User’s Sprout subscription plan, or where the User’s employee/group benefits plan covers any family-building services recommended by Sprout (e.g. fertility treatments such as in vitro fertilization), Sprout will either bill the Subscriber’s insurance carrier directly, or if there is no insurance plan, bill the Subscriber directly. After a User pays their service provider, the User will submit the invoice to Sprout. We then confirm the eligibility of the invoice, bill either the insurance plan or the Subscriber employer, and then remit payment back to the User.
Intellectual Property Rights and Ownership
In using the Platform, you will encounter resources including publications in written and electronic forms and other original works created by Sprout.
You understand and agree that the Platform and its entire contents, features, and functionality, including, but not limited to, all designs, templates, themes, information, software, code, text, displays, graphics, photographs, video, audio, design, presentation, selection, and arrangement, are owned by Sprout, its licensors, or other providers of such material, and are protected in all forms by intellectual property laws including without limitation, copyright, trademark, patent, trade secret, and any other proprietary rights.
The Sprout name, the Sprout trademark, the Sprout logo, and all related names, logos, product and service names, designs, images, and slogans are trademarks of Sprout or its affiliates or licensors. You must not use such marks without the prior written permission of Sprout. Other names, logos, product and service names, designs, images, and slogans mentioned, or which appear on this Platform are the trademarks of their respective owners. Use of any such property, except as expressly authorized, shall constitute an infringement or violation of the rights of the property owner and may be a violation of federal or other laws and could subject the infringer to legal action.
You shall not directly or indirectly reproduce, copy, compile for an internal database, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, in any form or medium whatsoever except:
your computer, smartphone, and browser may temporarily store or cache copies of materials being accessed and viewed; and
if social media platforms are linked to certain content on our Platform, you may take such actions as our Platform and such third-party social media platforms permit.
You are not permitted to modify copies of any materials from this Platform nor delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Platform. You must not access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform.
If you print off, copy or download any part of our Platform in breach of these Terms, your right to use the Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. You have no right, title, or interest in or to the Platform or to any content on the Platform, and all rights not expressly granted are reserved by Sprout.
Any use of the Platform not expressly permitted by these Terms is a breach of these Terms and may infringe or violate copyright, trademark, and other intellectual property or other proprietary laws.
Privacy
By submitting your personal information and using our Platform, you consent to the collection, use, reproduction, hosting, transmission, and disclosure of any such submissions in compliance with our Privacy Policy as we deem necessary for use of the Platform and provision of services.
As explained in our Privacy Policy, by using this Platform you are consenting to the use of cookies which allow a server to recall previous requests or registration and/or IP addresses to analyze website or mobile application use patterns. You can set your browser to notify you before you receive a cookie, giving you the chance to decide whether to accept it. You can also set your browser to turn off cookies. If you do, however, some areas of the Platform may not function adequately.
Beyond the fact of a User’s access to the Platform, Subscribers will not be provided any information about Users’ activity on the Platform, including health information. No one at the Subscriber will have any information about any diagnosis, course of treatment, any technologies or pharmaceuticals provided, or any resources or referrals provided through the Platform.
Security
As outlined further in our Privacy Policy, the security of your personal information is very important to us. We use physical, electronic, and administrative measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. We use Moxo as our client interaction framework, which employs state of the art data encryption and security.
The safety and security of your information also depends on you. You are responsible for obtaining your own access to the Platform. You are required to ensure that all persons who access the Platform through your internet connection are aware of these Terms and comply with them.
Unfortunately, the transmission of information via the Internet is not completely secure. Although we do our best to protect your personal information, we cannot guarantee the security of your personal information transmitted to our Platform. Any transmission of personal information is at your own risk. We are not responsible for circumvention of any privacy settings or security measures contained on the Platform.
You understand and agree that, should you be provided an account, your account is personal to you, must be treated as confidential, and you agree not to provide any other person with access to this Platform or portions of the Platform using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
In the interests of security, you are prohibited from attempting to circumvent and from violating the security of this Platform, including, without limitation:
accessing content and data that is not intended for you;
attempting to breach or breaching the security and/or authentication measures which are not authorized;
restricting, disrupting or disabling service to users, hosts, servers, or networks;
disrupting network services and otherwise disrupting our ability to monitor the Platform;
using any robot, spider, or other automatic device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform;
introducing any viruses, trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful;
attacking the Platform via a denial-of-service attack, distributed denial-of-service attack, flooding, mailbombing, or crashing; or
otherwise attempting to interfere with the proper working of the Platform.
Third-Party Platforms
For your convenience, this Platform may provide links or pointers to third-party sites. We make no representations about any other websites that may be accessed from this Platform. If you choose to access any such sites, you do so at your own risk. We have no control over the contents of any such third-party sites and accept no responsibility for such sites or for any loss or damage that may arise from your use of them. You are subject to any terms and conditions of such third-party sites.
You may link to our Platform homepage with our permission, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part where none exists. Our Platform must not be framed on any other site, nor may you create a link to any part of our Platform other than the homepage. We reserve the right to withdraw linking permission without notice. You agree to cooperate with us in causing any unauthorized framing or linking to immediately stop.
Standards of Conduct
As a condition of your access and use, you agree that you may use the Platform only for lawful purposes and in strict accordance with these Terms.
Without limiting the foregoing, you warrant and agree that your communications, behaviours and uses of the Platform shall not:
in any manner violate any applicable federal, provincial, local, or international law or regulation including, without limitation, any laws regarding the export of data or software, patent, trademark, trade secret, copyright, or other intellectual property, legal rights (including the rights of publicity and privacy of others), or include or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms or our Privacy Policy;
in any manner violate the terms of use of any third-party website that is linked to the Platform, including but not limited to, any third-party social media website;
include or contain any material that in our view exploitive, obscene, harmful, threatening, abusive, harassing, hateful, defamatory, sexually explicit or pornographic, violent, inflammatory, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age or other such legally prohibited ground or be otherwise objectionable;
involve stalking, attempting to exploit or harm any individual (including minors) in any way by exposing them to inappropriate content or otherwise or asking for personal information as prohibited under applicable laws, regulations, or codes;
involve, provide, or contribute any false, inaccurate, or misleading information;
impersonate or attempt to impersonate Sprout, a Sprout employee, another User or Subscriber, or any other person or entity (including, without limitation, by using email addresses, or screen names associated with any of the foregoing);
transmit, or procure the sending of, any advertisements or promotions without our prior written consent, sales, or encourage any other commercial activities, including, without limitation, any “spam”, “junk mail”, “chain letter”, contests, sweepstakes and other sales promotions, barter, or advertising or any other similar solicitation;
encourage any other conduct that restricts or inhibits anyone's use or enjoyment of the Platform, or which, as determined by us, may harm Sprout or users of the Platform or expose the same to liability;
cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, or alarm any other person;
promote any illegal activity, or advocate, promote, or assist any unlawful act; or
give the impression that they originate from or are endorsed by Sprout or any other person or entity, if this is not the case.
Suspension, and Termination
In the event of any breach of these Terms and particularly of any of the Standards of Conduct set out above, Sprout has the right, without provision of notice to:
terminate or suspend your account and/or access to all or part of the Platform;
take appropriate legal action, including, without limitation, referral to law enforcement or a regulatory authority, or notifying the harmed party of any illegal or unauthorized use of the Platform. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Platform. You waive and hold harmless Sprout and its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, and successors from any and all claims resulting from any action taken by Sprout relating to any investigations by either Sprout or by law enforcement authorities.
Risk Acknowledgment
In addition to the disclaimers and limitations of liability below, you acknowledge that using the Platform involves some technology related risks. These include risks such as:
Use of other cloud services in the course of accessing the Platform;
People stealing our data;
Hacks in cloud systems;
Hacking into your account;
Theft of devices on which the Platform is installed and operable;
Sharing of metadata to third party ad services/companies;
Data loss or corruption;
Accidental deletion of your account;
Viruses or other malware on the mobile device that scrapes data that is stored on the phone;
Platform error; or
Incorrect data or misportrayal of data by the Platform.
If you remove any personal information or other data from the Platform to another device or print it out in hardcopy form, there is a risk of loss or theft after you have copied or downloaded the same from our servers.
Disclaimer
Sprout does not provide any legal, medical, tax or similar advice or representations in connection with your use of the Platform. You should rely solely upon your own professional advisors and not Sprout for such advice. You should seek legal counsel regarding any legal and tax issues and should not rely on any materials or content associated with the Platform in determining your rights and obligations under law.
The Platform may provide general health and wellness information, a means to interact with health or wellness professionals, or a means to order certain supplements, tests, devices, or medications prescribed to you. However, the Platform does not replace your relationship with any health care provider, practitioner, or health or wellness professional or service, and Sprout itself does not provide medical or health advice, care, diagnosis, or treatment. None of the Platform content should be considered medical advice or an endorsement, representation or warranty that any particular medication, supplement, test, device, or treatment is safe, appropriate, or effective for you. If you are experiencing a medical emergency, call 911 or other emergency services agency immediately.
In using the information presented on the Platform, no patient-provider relationship is formed between you and Sprout. Never disregard medical advice or delay seeking out medical advice because of any information contained on the Platform.
Sprout does not represent or warrant that the services or content provided on or through its Platform, or its referrals, will be safe, appropriate, or effective for you or your family. Sprout is not responsible or liable for any advice, course of treatment, diagnosis, services, or products that you may obtain in connection with or as a result of using the Platform.
The Platform, its content, and any services or items found or attained through the Platform are provided on an “as is” and “as available” basis, without any warranties or conditions of any kind, either express or implied including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law. Neither Sprout nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors make any warranty, representation, or endorsement with respect to the completeness, security, reliability, suitability, accuracy, currency, or availability of the Platform or its contents.
Without limiting the foregoing, neither Sprout nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors represent or warrant that the Platform, its content, or any services or items found or attained through the Platform will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, that our Platform or the server that makes the Platform available are free of viruses or other harmful components.
We cannot and do not guarantee or warrant that files or data available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are solely and entirely responsible for your use of the Platform and your computer, smartphone, internet, and data security.
The Platform may include content provided by third parties, including from other users and third-party licensors. All statements and/or opinions expressed in any such third-party content, other than the content provided by Sprout, are solely the opinions and the responsibility of the person or entity providing those materials. Such materials do not necessarily reflect the opinion of Sprout. Neither Sprout nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors have any responsibility or liability whatsoever to you, or any third party, for the content or accuracy of any third-party materials.
Limitation on Liability
Except where such exclusions are prohibited by law, under no circumstance will Sprout nor its directors, officers, employees, agents, service providers, contractors, licensors, licensees, suppliers, or successors be liable for negligence, gross negligence, negligent misrepresentation, fundamental breach, or damages of any kind, under any legal theory, including any direct, indirect, special, incidental, consequential, or punitive damages, including, but not limited to, personal injury, pain and suffering, emotional distress, loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, and whether caused by tort (including negligence), breach of contract, breach of privacy, or otherwise, even if Sprout was allegedly advised or had reason to know, arising out of or in connection with your use, or inability to use, or reliance on, the Platform, any information you receive from the Platform, or any linked websites or such other third-party websites, or any Platform content, materials, posting, or information thereon even if the party was allegedly advised or had reason to know.
You acknowledge and agree that these limitations on liability are a fundamental element of these Terms, and that access to the Platform would not be provided to you without such limitations. If you reside in a jurisdiction where the limitation of liability is found to be invalid, liability is limited to the fullest extent permitted by law.
Indemnification
To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Sprout, its directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees and accounting fees) arising out of or relating to your breach of these Terms or your use of the Platform.
Governing Law and Choice of Forum
The Platform and these Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision, principle, or rule (whether of the laws of Ontario or any other jurisdiction) and notwithstanding your domicile, residence, or physical location.
Any action or proceeding arising out of or relating to this Platform and under these Terms will be instituted in the courts of Ontario, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such action or proceeding. You waive any and all objections to the exercise of jurisdiction over you by such courts and to the venue of such courts.
Waiver
No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability
If any term or provision of these Terms is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
Entire Agreement
The Terms and our Privacy Policy constitute the sole and entire agreement between you and Sprout regarding the Platform and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.
Modifications to the Terms and to the Platform
We reserve the right in our sole discretion to revise and update these Terms from time to time. Any and all such modifications are effective immediately upon posting and apply to all access to and continued use of the Platform. You agree to periodically review the Terms in order to be aware of any such modifications and your continued use shall be your acceptance of these.
The information and material on this Platform, and the Platform, may be changed, withdrawn, or terminated at any time in our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Platform is restricted to users or unavailable at any time or for any period.
Reporting and Contact
The Platform is operated by Sprout. Should you become aware of misuse of the Platform including libelous or defamatory conduct, you must report it to Sprout at info@sproutfamily.ca. All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to info@sproutfamily.ca.