1.1 Your use of Joy Sprouts's products, software, services and websites (referred to collectively as the "Services" in this document and excluding any services provided to you by Joy Sprouts under a separate written agreement) is subject to the terms of this legal agreement between you and Joy Sprouts. "Joy Sprouts" means Joy Sprouts Limited. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with Joy Sprouts, your agreement with Joy Sprouts will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms".
1.3 Your agreement with Joy Sprouts will also include the terms of any notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and Joy Sprouts in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".
1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2.1 In order to use the Services, you must firstly agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by Joy Sprouts in the user interface for any Service; or
(B) by actually using the Services. In this case, you understand and agree that Joy Sprouts will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with Joy Sprouts, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.
3.1 Where Joy Sprouts has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Joy Sprouts.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4.1 Joy Sprouts's subsidiaries and affiliated legal entities ("Subsidiaries and Affiliates") will be providing the Services to you on behalf of Joy Sprouts itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
4.2 Joy Sprouts is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Joy Sprouts provides may change from time to time without prior notice to you.
4.3 As part of this continuing innovation, you acknowledge and agree that Joy Sprouts may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally at Joy Sprouts's sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform Joy Sprouts when you stop using the Services.
4.4 You acknowledge and agree that if Joy Sprouts disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to Joy Sprouts will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions.
5.3 Unless you have been specifically permitted to do so in a separate agreement with Joy Sprouts, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5.4 You agree that you are solely responsible for (and that Joy Sprouts has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Joy Sprouts may suffer) of any such breach.
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to Joy Sprouts for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify Joy Sprouts immediately at firstname.lastname@example.org
7.2 You agree to the use of your data in accordance with Joy Sprouts's privacy policies.
8.1 You understand that all information which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".
8.2 You should be aware that Content presented to you as part of the Services may be protected by intellectual property rights which are owned by the content provider who provide that Content to Joy Sprouts (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Joy Sprouts or by the owners of that Content, in a separate agreement. To the extent permitted by applicable laws, you shall indemnify Joy Sprouts for any loss, damage and claims against Joy Sprouts caused by your non-compliance with this paragraph 8.2. You acknowledge and agree that Joy Sprouts and the providers of the Content shall have a right of claim against you for any improper use of the Content in breach of the Terms.
8.3 Joy Sprouts reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.
8.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
9.1 You acknowledge and agree that Joy Sprouts (or Joy Sprouts's licensors) own all legal right, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist). You further acknowledge that the Services may contain information which is designated confidential by Joy Sprouts and that you shall not disclose such information without Joy Sprouts's prior written consent.
9.2 Unless you have agreed otherwise in writing with Joy Sprouts, nothing in the Terms gives you a right to use any of Joy Sprouts's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features.
9.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Joy Sprouts, then you agree that your use of such features shall be in compliance with that agreement, any applicable provisions of the Terms, and Joy Sprouts's brand feature use guidelines as updated from time to time.
9.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.
9.5 Unless you have been expressly authorized to do so in writing by Joy Sprouts, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.
10.1 The Software which you use may automatically download and install updates from time to time from Joy Sprouts. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Joy Sprouts to deliver these to you) as part of your use of the Services.
11.1 The Terms will continue to apply until terminated by either you or Joy Sprouts as set out below.
11.2 If you want to terminate your legal agreement with Joy Sprouts, you may do so by (a) notifying Joy Sprouts at any time and (b) closing your accounts for all of the Services which you use, where Joy Sprouts has made this option available to you. Your notice should be sent, in writing, to Joy Sprouts's address which is set out at the beginning of these Terms.
11.3 Joy Sprouts may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
(B) Joy Sprouts is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
(C) the partner with whom Joy Sprouts offered the Services to you has terminated its relationship with Joy Sprouts or ceased to offer the Services to you; or
(D) Joy Sprouts is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
(E) the provision of the Services to you by Joy Sprouts is, in Joy Sprouts's opinion, no longer commercially viable.
11.4 Nothing in this Section shall affect Joy Sprouts's rights regarding provision of Services under Section 4 of the Terms.
11.5 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Joy Sprouts have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 17.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
12.1 The Services are provided "as is" and Joy Sprouts, its Subsidiaries and Affiliates, and its licensors give you no warranty with respect to them.
12.2 In particular, Joy Sprouts, its Subsidiaries and Affiliates, and licensors do not represent or warrant to you that:
A) your use of the Services will meet your requirements or purposes,
(B) your use of the Services will be uninterrupted, timely, secure or free from error,
(C) any information obtained by you as a result of your use of the Services will be accurate or reliable, and
(D) that defects in the operation or functionality of any Software provided to you as part of the Services will be corrected.
12.3 No conditions, warranties or other terms (including any implied terms as to satisfactory quality, fitness for purpose or conformance with description) apply to the Services except to the extent that they are expressly set out in the Terms.
12.4 Nothing in the Terms shall affect those statutory rights which you are always entitled to as a consumer and that you cannot contractually agree to alter or waive.
13.1 Nothing in these Terms shall exclude or limit Joy Sprouts's liability for losses which may not be lawfully excluded or limited by applicable law.
13.2 Subject to overall provision in paragraph 13.1 above, Joy Sprouts, its Subsidiaries and Affiliates, and its licensors shall not be liable to you for:
(A) any indirect or consequential losses which may be incurred by you. This shall include any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, or any loss of data suffered by you;
(B) any loss or damage which may be incurred by you as a result of:
(i) any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Services;
(ii) any changes which Joy Sprouts may make to the Services, or for any permanent or temporary cessation in the provision of the Services (or any features within the Services);
(iii) the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Services;
(iii) your failure to provide Joy Sprouts with accurate account information;
(iv) your failure to keep your password or account details secure and confidential;
13.3 The limitations on Joy Sprouts's liability to you in paragraph 13.2 above shall apply whether or not Joy Sprouts has been advised of or should have been aware of the possibility of any such losses arising.
14.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.
14.2 The manner, mode and extent of advertising by Joy Sprouts on the Services are subject to change without specific notice to you.
14.3 In consideration for Joy Sprouts granting you access to and use of the Services, you agree that Joy Sprouts may place such advertising on the Services.
15.1 The Services may include hyperlinks to other web sites or content or resources. Joy Sprouts may have no control over any web sites or resources which are provided by companies or persons other than Joy Sprouts.
15.2 You acknowledge and agree that Joy Sprouts is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
15.3 You acknowledge and agree that Joy Sprouts is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
16.1 Joy Sprouts may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Joy Sprouts will make a new copy of the Universal Terms available at http://www.joysprouts.com and any new Additional Terms will be made available to you from within, or through, the affected Services.
16.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Joy Sprouts will treat your use as acceptance of the updated Universal Terms or Additional Terms.
17.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.
17.2 The Terms constitute the whole legal agreement between you and Joy Sprouts and govern your use of the Services (but excluding any services which Joy Sprouts may provide to you under a separate written agreement), and completely replace any prior agreements between you and Joy Sprouts in relation to the Services.
17.3 You agree that Joy Sprouts may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.
17.4 You agree that if Joy Sprouts does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Joy Sprouts has the benefit of under any applicable law), this will not be taken to be a formal waiver of Joy Sprouts's rights and that those rights or remedies will still be available to Joy Sprouts.
17.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
17.6 You acknowledge and agree that each member of the group of companies of which Joy Sprouts is the parent or an affiliate shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.
17.7 The Terms, and your relationship with Joy Sprouts under the Terms, shall be governed by the laws of the State of California. You and Joy Sprouts agree to submit to the exclusive jurisdiction of the courts located within the county of Santa Clara, California to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Joy Sprouts shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.