Terms of Service

The following Terms of Service (“TOS”) govern the purchase of the SpriggHR Inc. (“Sprigg”) services to you, which may be updated by us from time to time with prior written notice to you (“Service”). In addition, when using our Service, you and the Service shall be subject to any posted guidelines or rules applicable to the Service which may be posted from time to time to any posted guidelines or rules applicable to the Service which may be posted from time to time on on www.sprigghr.com. By executing the Sprigg Service Contract that references these TOS, you agree to the terms of these TOS. If you are executing the Sprigg Service Contract on behalf of a company or legal entity you represent that you have the authority to bind such entity. By executing the CCO Service Contract that references these TOS, you agree to the terms of these TOS. If you are executing the Sprigg Service Contract on behalf of a company or legal entity, you represent that you have the authority to bind such entity and its affiliates to Sprigg Service Contract and these TOS, in which case the terms “you”, or “your” shall refer to such entity and its affiliates. The terms “we” or “our” or “us” shall refer to Sprigg. Acceptance of the TOS is unconditional and applies to you as an account owner regardless of the number of Users contained within your account.

You, as the account owner, are solely responsible for all Users within your account and for each Users adherence to these Terms of Service. Individual employees with access to the Service are referred to herein as “Users”.

You understand and agree that Sprigg cannot be responsible for the Content posted on the Service and that you agree to use the Service at your own risk.

Use of Service

  1. A User login may only be used by one person. A single login shared by multiple people is not permitted.
  2. You are responsible for all activity that occurs under your account(s) (even when activity is generated by others who have accounts under your account).
  3. You may not use the Service for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

Training and Support

You will be provided one administrator training session that will be arranged, in advance, on a mutually agreed date and time. Additional training is available for an additional fee for service basis. User Support is available at no charge during the hours, and on the conditions, stated in Service Parameters on the Sprigg Service Contract. We reserve the right to limit User Support in the event of abuse of the Service.

Billing

Payments for your use of the Service are calculated on a per User basis. Each User (or User group) under your account that utilizes a paid account plan that is in excess of the amount specified on the Sprigg Service Contract, will incur charges at the same Price Per Seat. You understand and agree that you, as the Sprigg account holder, are ultimately responsible for payment for every User under your account.

  1. If you sign up for an account, you will be billed upon sign up and payment is due as stated on the Sprigg Service Contract.
  2. The Service is billed in advance on annual basis and is non-refundable. In the event of cancellation by you there will be no no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account
  3. In the event that you terminate these TOS and Sprigg Service Contract for cause, then a pro-rata refund for the unused period will be provided within 60 days of termination.
  4. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only any federal, provincial or state income taxes.

Cancellation and Termination

  1. Either party may terminate these TOS and Sprigg Service Contract in the event of material breach if such material breach is not remedied within thirty (30) days prior written notice by non-breaching party.
  2. Within 60 days of expiration or termination for any reason you will be provided a copy of your and your Users’ data in XML or .XLS format providing that all fees owing to date have been paid by you.owing to date have been paid by you.

Modifications to the Service and Prices

Sprigg reserves the right at any time and from time to time to modify the Service (or any part thereof) with prior written notice to you. If you do not agree with such change, you can terminate these TOS and Sprigg Service Contract and you shall receive a pro-rata refund for the unused period within 60 days of termination providing that all fees owing to date have been paid by you.

Member Account and Password Security; Confidentiality

You are responsible for maintaining the confidentiality of your password and account, and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify us of any unauthorized use of your password or account, and (b) ensure that you exit from your account at the end of each session. Sprigg cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

All data and/or information concerning you or any of the Users obtained by us as a result of or in connection with this agreement is strictly confidential. No such data and information shall be communicated to third parties without your written permission.

Content Ownership and Conduct

You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Sprigg, are entirely responsible for all Content that you or any of the users under your account upload, post, email, transmit or otherwise make available via the Service. Sprigg does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Service, you may be exposed to Content that you feel is offensive, indecent or objectionable. Under no circumstances will Sprigg be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service. Sprigg does not claim ownership of Content you submit or make available for inclusion on the Service. All company-specific content including your employee data, is exclusively owned by you. Upon termination of the account where all payment obligations are current, a copy of your content and employee data will be issued in a standard, readable format of a CSV file to you. Additional fees will apply in order to provide information in any other format. Upon written request from you, proof of the destruction of your data will be confirmed by an issued letter from a Sprigg representative.

General Conditions

  1. Your use of the Service is at your sole risk. The Service is provided on an ‘as is’ and ‘as available’ basis. Sprigg will provide uninterrupted service during from Monday through Friday, 7:00 am to 7:00 pm EST, excluding statutory holidays (“Operational Hours”). In the event that scheduled maintenance on the Service is to be undertaken then Sprigg shall provide 48 hours written notice of such maintenance.
  2. Technical support is only provided to paying account holders and is outlined in the Service Contract.
  3. You understand that Sprigg uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. All servers and data storage shall reside in Canada.
  4. You must not modify, adapt or hack the Service or modify another website so as to falsely imply that it is associated with the Service, Sprigg, or any other Sprigg service.
  5. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission of Sprigg
  6. You understand that the technical processing and transmission of the Service may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
  7. Other than as set out in the TOS or CCO Service Contract, Sprigg does not warrant that: (i) the Service will meet your specific requirements, (ii) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, or (iii) the Service will be uninterrupted, timely, secure, or error-free.
  8. Sprigg will use commercially reasonable efforts to ensure that the results that may be obtained from the use of the Service will be accurate or reliable, and any errors in the Service caused by us will be corrected.
  9. You expressly understand and agree that Sprigg shall not be liable for any indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits or goodwill, or resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services; (iii) unauthorized access to or alteration of your transmissions or data not caused by Sprigg; or (iv) statements or conduct of any third party on the service.
  10. The failure of either party to exercise or enforce any right or provision of these TOS shall not constitute a waiver of such right or provision. These TOS and Sprigg Service Contract constitutes the entire agreement between you.
  11. Questions about the Terms of Service should be sent to [email protected].
  12. These TOS shall be governed bu the laws of the Province of Ontario and federal laws of Canada.