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End User License Agreement

When you register, you must agree to:

Last Revised: Sept 21, 2018

IMPORTANT: READ THIS AGREEMENT CAREFULLY AND REVIEW THE FULL PRODUCT INFORMATION AT SPROWTLABS.COM BEFORE POWERING UP YOUR ACRO™ FOR THE FIRST TIME.

Purpose and Scope of Agreement

This Acro™ End User Agreement ("Agreement") is the legal agreement between you (the "User") and Sprowt Labs LLC. ("Sprowt Labs") governing the User's use of: (i) any product that uses the sprowtlabs.com platform (the "Web Platform") to create, share, log, initiate physical processes on the product (the "Acro™") using the internet, or download to the product, and (ii) the firmware and software that Sprowt Labs installs on, or updates directly to, the Acro™ (the "Embedded Software"). By establishing an account at https://sprowtlabs.com (a "Sprowt Labs Account") and using an Acro™ the User is agreeing to be bound by the terms and conditions of this Agreement. If the User does not agree to these terms and conditions, the User is not granted any right to use the Acro™ or to log in with a Sprowt Labs Account and the User should return the Acro™ to Sprowt Labs or the place where the User obtained it.

Open-Source Components

The Embedded Software includes certain components (the "Open Software Components") that are incorporated into or distributed with the Embedded Software and that are licensed to the User under one or more "open-source" or "free software" licenses (the "Open Source Licenses"). The LICENSE text file that is distributed with the Embedded Software identifies the Open Source Components and contains third-party notices that Sprowt Labs is required to provide to the User pursuant to the Open Source Licenses. Notwithstanding anything to the contrary in this Agreement, the Open Source Components are not licensed under (and are not subject to the terms of) this Agreement, and are instead separately licensed to the User pursuant to the terms and conditions of their respective Open Source Licenses. Copies of such Open Sources Licenses are reproduced in the LICENSE text file distributed with the Embedded Software, and the User hereby agrees to comply with the terms and conditions of such Open Source Licenses.

Personal, Non-Commercial Use Only; Copying and Redistribution Prohibited; Rights Not Expressly Granted Are Reserved The Web Platform and the Embedded Software are intended for personal, non-commercial use only. The User may not use them for any commercial or illegal purpose. Copying or redistribution of the Web Platform or Embedded Software or of any content delivered between them is strictly prohibited. Except as expressly provided under this Agreement, the User does not acquire any intellectual property or other proprietary rights in or to the Acro™, the Web Platform, or the Embedded Software, including without limitation, any rights in patents, inventions, improvements, designs, trademarks, or copyrights, nor do you acquire any rights in any confidential information or trade-secrets. All rights not expressly granted to the User in this Agreement are reserved by Sprowt Labs or its third party licensors. The User may not remove or alter any trademark, logo, copyright or other proprietary notice in or on a Acro™, the Web Platform, or the Embedded Software.

Software License

The Web Platform Software is proprietary to Sprowt Labs or its third party licensors and may be used only in connection with a Acro™. Subject to the terms of this Agreement, Sprowt Labs grants the User a nonexclusive, nontransferable license to run the Embedded Software and any updated versions provided to the User by Sprowt Labs, only in and as incorporated in an Acro™. This is a license and not a sale. The User may not (i) copy or distribute, sublicense, lease, rent or otherwise transfer the Embedded Software to any third party except as incorporated in an Acro™; (ii) modify, adapt, alter, translate, or create derivative works of the Embedded Software; (iii) decompile, disassemble, reverse engineer or otherwise derive or attempt to derive source code from the Embedded Software; or (iv) have any of the foregoing done by a third party. Sprowt Labs reserves the right to update the Embedded Software from time to time at its sole discretion, including adding, changing or removing functionalities and features, including but not limited to changing the user interface or the manner in which the User is able to access and use content from the Web Platform.

Platform and Firmware Updates

Sprowt Labs may from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Acro™ or Web Platform ("Platform Updates") and the Embedded Software ("Firmware Updates"). Sprowt Labs may install Platform Updates automatically at any time and without notice to, or the consent of, User. The User acknowledges that a Platform Update may require a Firmware Update, and that without a Firmware Update an Acro™ may stop functioning. The User is solely responsible for installing each Firmware Update when made available. Any User or third-party modifications made to Open Software Components, even though permitted under the Open Software Licenses, may not function properly or work correctly with the Web Platform, and is not the responsibility of Sprowt Labs.

Privacy

Our Privacy Policy, available at https://www.sprowtlabs.com/legal/privacy-policy/, explains our policies regarding Sprowt Lab's collection, use, and disclosure of the User's personally identifiable and anonymous information, including the collection and provision of such information on behalf of Content Providers. The User should review our privacy policy before using a Sprowt Labs Account.

No Warranty for Web Platform Software or for the Embedded Software

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE EMBEDDED SOFTWARE AND THE WEB PLATFORM, AND ANY SERVICES PERFORMED OR PROVIDED BY THE FOREGOING, ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF RELIABILITY OR AVAILABILITY, OF ACCURACY, OF QUIET ENJOYMENT, OF QUIET POSSESSION, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, OR REASONABLE CARE AND SKILL, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. SPROWT LABS DOES NOT WARRANT (1) AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE ACRO™, THE EMBEDDED SOFTWARE, THE WEB PLATFORM, OR THE SEPARATELY LICENSED CODE, (2) THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE ANY OF THE FOREGOING WILL MEET YOUR REQUIREMENTS, (3) THAT THE OPERATION OF ANY OF THE FOREGOING WILL BE UNINTERRUPTED OR ERROR-FREE, OR (4) THAT DEFECTS WILL BE CORRECTED.

Consent to Use of Data

User agrees that Sprowt Labs, or a third party contracted by Sprowt Labs, may collect and use technical and usage data and related information (including, but not limited to, information about the User's device, system, software, and peripherals) that is gathered periodically to facilitate the provision of updates, product support and other services (if any) to the User. Sprowt Labs may use this information, as long as it is in a form that does not personally identify the User, to improve its products or to provide services or technologies to the User.

Export Controls

The User agrees not to download any Content or Software, nor otherwise export or re-export an Acro™ into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria or any other country as to which the United States has embargoed goods, or to anyone on the U.S. Treasury Department's List of Specially Designated Nationals or the U.S. Commerce Department's Table of Denial Orders. By using an Acro™, the Web Platform or the Embedded Software the User is representing and warranting that the User is not located in, under the control of, or a national or resident of any such country or on any such list.

Sprowt Labs Reserves the Right to Change Policies and Web Pages

The policies and other content of the Sprowt Labs web pages and Web Platform referred to in this Agreement may be changed by Sprowt Labs from time to time in its sole discretion. Access to the Web Platform is also subject to Terms of Service, as posted on https://sprowtlabs.com, and to which the User agrees by registering a Sprowt Labs Account and accessing the Web Platform.

Governing Law; Arbitration

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Washington and the laws of the United States, without regard to conflicts of law principles. BY ENTERING INTO THESE TERMS OF SERVICE, YOU AGREE THAT WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY, AND SHALL, EXCEPT AS PROVIDED IN THIS PROVISION, SUBMIT ANY AND ALL CLAIMS OR DISPUTES TO MEDIATION AND BINDING ARBITRATION. IF YOU DO NOT WISH TO BE BOUND TO ARBITRATION, YOU MUST NOTIFY US IN WRITING WITHIN 30 DAYS OF THE DATE THAT YOU FIRST ACCEPT THESE TERMS OF SERVICE, OR AS REQUIRED BY APPLICABLE LAW. You agree that you shall submit any claim, cause of action, or dispute you have with us arising out of or relating to these Terms of Service or your access to the Website exclusively to Judicial Dispute Resolution, Inc. ("JDR") in Minneapolis, Minnesota for non-binding mediation. If complete agreement cannot be reached within ten (10) days of submission to mediation, the remaining unresolved issues shall be submitted upon the demand of either party to JDR in Minneapolis, Minnesota for final and binding arbitration by a single arbitrator pursuant to JDR's rules and procedures. In that event, the parties will use their best efforts to agree to the selection of the arbitrator. If the parties cannot so agree, then (i) they will request JDR to supply them with a list of five (5) arbitrators; (ii) each party will have the right to strike two (2) names from the list; and (iii) the remaining arbitrator will decide the dispute. Notwithstanding the terms of this provision, either of us may: (i) bring an action in small claims court; (ii) seek a preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction; (iii) bring issues to the attention of federal, state, or local agencies, which may seek relief against us on your behalf; or (iv) seek injunctive or other equitable relief to protect trade secrets and intellectual property rights or to prevent loss or damage to services in any court with competent jurisdiction.

Miscellaneous

This Agreement is the final, complete and exclusive agreement between the User and Sprowt Labs relating to the Embedded Software and the Web Platform, and supersedes all prior or contemporaneous proposals, advertisements, representations, understandings, or agreements relating thereto, whether oral or written. No waiver or modification of the Agreement will be valid unless signed by both Sprowt Labs and the User. The User's right to use the Embedded Software and the Web Platform will immediately terminate upon the User's breach of any applicable provision of this Agreement. The waiver of a breach of any term hereof will in no way be construed as a waiver of any other term or breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions of this Agreement will remain in full force and effect. This Agreement shall be governed by the laws of the State of Minnesota, as if entered into by residents of Minnesota, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. Any action or proceeding arising from or relating to this Agreement shall be brought in a federal court in Minneapolis, Minnesota and the User irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding.

Contact Information

Should the User have any question about this Agreement, or if the User desires to contact Sprowt Labs, please contact us by mail at Sprowt Labs, 3518 Bloomington Ave S #3, Minneapolis MN 55407 or by email at brian@sprowtlabs.com. Copyright © 2018 Sprowt Labs LLC. All rights reserved.