End User License Agreement


End User License Agreement

 

Last Updated: January 30, 2018

 

Please read this End User License Agreement (“Agreement”) carefully. This Agreement governs your access to and use of the Sprouts mobile application (including all underlying technology, “App”), provided to you by Sprouts Farmers Market, Inc. (together with its affiliates, “Sprouts,” “we,” “us,” or “our”).

 

You accept this Agreement and our Privacy Policy when you (a) click to agree to this Agreement, where that option is available, or (b) download, install, access, or use the App. If you do not agree with this Agreement or our Privacy Policy, do not download, install, access, or use the App.

 

We reserve the right to modify this Agreement at any time. The most current version of this Agreement will be made available within or through the App. All changes will be effective immediately upon being made available within or through the App and, by accessing or using the App after changes are made, you agree to those changes. If we make material changes to this Agreement, we will notify you, within the App or otherwise, prior to the effective date of the changes and you will be required to agree to the revised Agreement to continue using the App.

 

ARBITRATION NOTICE: This Agreement contains a binding arbitration provision. You agree that, except for certain types of disputes described in the arbitration provision below, all disputes between you and Sprouts will be resolved by mandatory binding arbitration and you waive any right to participate in a class action lawsuit or class-wide arbitration.

 

  1. Privacy Policy. We may collect certain information from your use of the App as described in our Privacy Policy, which is incorporated into this Agreement and states our information collection, use, and sharing practices.

 

2License Provided you comply with this Agreement, Sprouts grants you a limited, nonexclusive, revocable, nonassignable, nontransferable, nonsublicensable personal license to download, install, and use the App on any compatible device that you own or control solely for your own personal use as permitted by this Agreement, any documentation accompanying the App, and any agreements between you and the applicable App Marketplace (as defined below).

 

3. Use Restrictions. You may not: (i) copy, reproduce, display, duplicate, sell, publish, post, license, rent, or distribute the App or any part of the App; (ii) modify, translate, adapt, create derivative works of, decompile, disassemble, reverse-engineer, or attempt to derive, reconstruct, identify, or discover any source code, underlying ideas, or algorithms of the App or any part of the App; (iii) remove, delete, alter, or obscure any trademark, copyright, patent, or other intellectual property or proprietary rights notices or marks on or within the App; (iv) use the App for unlawful purposes; (v) access, use, or copy any portion of the App through the use of indexing agents, spiders, scrapers, bots, web crawlers, or other automated devices or mechanisms; (vi) use the App to post or transmit any material that contains any viruses, Trojan horses, worms, time bombs, cancelbots, malware, adware, or other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; (vii) submit inaccurate information via the App, commit fraud or falsify information in connection with your use of the App, or act maliciously against the business interests or reputation of Sprouts; or (viii) use the App in any anticompetitive manner or for any purpose that has the potential to be contrary to Sprouts’ business or economic interests.

 

4. App Updates. We reserve the right to update and otherwise modify the App at any time (“Updates”), including the right to delete and modify certain features and functionality, without liability to you. You will promptly download and install, or cause your device to automatically download and install, any available Updates. Any failure to use the latest version of the App may result in the App not operating properly. This Agreement governs all Updates unless the Update is accompanied by a separate agreement, in which case that agreement will govern. If there are multiple versions of the App available for download, this Agreement applies to all versions of the App regardless of the location from where it is downloaded. The term “App” as used in this Agreement includes all Updates.

 

5. Your Sprouts Customer Account. You may use the App as a guest, but you will not be able to use all features of the App. You will be required to either set up an online Sprouts customer account or log into the App using your Facebook, Twitter, or Google+ account in order to use or redeem mobile Sprouts coupons, to order catering services using the App, to save recipes, to create shopping lists, and to use certain other features of the App. You will be required to submit certain information to set up your account and will be required to establish a username and password. You are responsible for complying with all applicable laws, regulations, and policies of all relevant jurisdictions, including all applicable local rules regarding online conduct in connection with your Sprouts customer account. You are responsible for maintaining the confidentiality of any information you use in connection with the App, including your username and password. You warrant that all information you provide to us in connection with your access to and use of the App, including during the account creation process, is true, accurate, and complete to the best of your knowledge and belief. You will not transfer your Sprouts customer account to or share your Sprouts customer account with any other person. Your Sprouts customer account is personal to you. You will promptly notify Sprouts of any unauthorized use of your Sprouts customer account or the App that becomes known to you.

 

6. Mobile Coupons & Checkout Challenges. If you have an online Sprouts customer account you may download, clip, and print mobile Sprouts coupons using the App, save those coupons to the myEasyScanBarcode, and use and redeem those coupons at Sprouts retail stores. Your use and redemption of mobile coupons is subject to our Mobile Coupon Terms, any rules contained in or on the coupons, and other terms as may be made available from time to time by Sprouts. From time to time Sprouts will make available “Checkout Challenges,” which enable you to earn check marks by purchasing qualifying products. Once all of the products required by a given Checkout Challenge are purchased as evidenced by Sprouts’ records, certain mobile coupon(s) will be unlocked. Checkout Challenges may be subject to additional terms.

 

7. Sweepstakes & Promotions. To participate in any sweepstakes or promotions that Sprouts may make available, you may be required to provide additional information. Additional terms and eligibility criteria may apply to your participation.

 

8. Order and Payment Information. You may order catering services using the App but catering services must be paid for at the applicable Sprouts store location. Purchases of gift cards made through the App must be made by credit or debit card. Gift card purchases are subject to the terms of our gift card provider, Transaction Wireless, doing business as First Data, which are located here. Information about our collection and use of payment-related information is described in our Privacy Policy. If the credit or debit card information that you submit is incorrect or invalid, your payment will not be processed. We have no responsibility or liability if your credit or debit card is declined by your financial institution. Payments are processed by our PCI-compliant third-party payment processor. Refunds, if available, are solely the responsibility of Sprouts and are at Sprouts’ sole discretion.

 

9. Data Charges. You are responsible for any third-party data charges incurred by using the App.

 

10. Push Notifications. From time to time the App may notify you via push notifications or otherwise via the App. You may opt out of push notifications if permitted by your device settings.

 

11. Term; Termination. This Agreement is effective upon your acceptance of this Agreement or as of the date you first access or use the App, whichever occurs first, and will continue in effect until terminated as described in this Agreement. You may terminate this Agreement at any time by uninstalling and deleting the App, including all copies of the App, from your device. Sprouts may terminate this Agreement at any time and for any reason or no reason, without notice or liability, including if you breach this Agreement, act in an abusive manner, or act in a manner inconsistent with local, state, or federal laws or regulations. Upon any termination of this Agreement you must promptly uninstall and delete the App, including all copies of the App, from your device and cease using the App in any manner. Any provisions of this Agreement that are intended to survive termination (including any provisions regarding indemnification, limitation of our liability, or dispute resolution) will continue in effect beyond any termination of this Agreement or of your access to or use of the App.

 

12. Compliance with Laws; Export. You are responsible for complying with all local, state, and federal laws and regulations that apply to your use of the App. You may not export, directly or indirectly, the App except as may be authorized by United States export control laws and other applicable laws and regulations. You represent and warrant that you are not located in a country that is subject to a United States government embargo or that has been designated by the United States government as a “terrorist supporting” country, and that you are not listed on any United States government list of prohibited or restricted parties.

 

13. Your Warranties. You warrant that: (i) your use of the App does not violate any applicable law or regulation; (ii) you have the right and are able to enter into this Agreement; (iii) you will not impersonate any other person or entity or permit third parties to use your copy of the App; (iv) you will not use the App to violate Sprouts’ or any third party’s rights (including privacy rights, publicity rights, intellectual property rights, and contractual rights); and (v) you will not use the App in any manner that could impair any third-party website, application, or service in any way or interfere with any third party’s use or enjoyment of any website, application, or service.

 

14. Intellectual Property Rights. The App, including its text, audio, video, graphics, charts, photographs, interfaces, icons, software, computer code, data, trademarks, logos, slogans, names of products and services, documentation, other components and content, and the design, selection, and arrangement of content, is exclusively the property of Sprouts and, as applicable, its suppliers and licensors, and is protected by copyright, trademark, and other intellectual property laws. Any unauthorized use of any trademarks, trade dress, copyrighted materials, or any other intellectual property belonging to Sprouts or any third party is strictly prohibited and may be prosecuted to the fullest extent of the law. The App may contain references to third-party marks and copies of third-party copyrighted materials, which are the property of their respective owners. The App incorporates integrations between the App and certain Google products and services. As a result, pursuant to applicable Google Maps APIs Terms of Service, both the Google Maps APIs Terms of Service and the Google Privacy Policy are incorporated into this Agreement. Except as expressly stated in this Agreement, no licenses or other rights, express or implied, are granted by Sprouts to you under any patent, copyright, trademark, trade secret, or other intellectual property right of Sprouts.

 

Copyright © 2018 Sprouts Farmers Market, Inc. All rights reserved.

 

15. Application Marketplaces. This Agreement does not modify any agreement between you and the applicable mobile application marketplace, for example, Google Play and Apple’s App Store (each, an “App Marketplace”). You understand that this Agreement is entered into between you and Sprouts and not between you and any App Marketplace. You further understand that solely Sprouts, and not any App Marketplace, is responsible for the App, including its content, and for addressing any claims (yours or a third party’s) relating to the App or your use of the App. Apple has no obligation whatsoever to furnish any maintenance or support services with respect to the App.

 

16. Product and Service Availability. The prices and availability of products and services offered through or mentioned in the App (for example, catering services) are subject to availability and terms not described in this Agreement may apply. Available catering services may change at any time without notice to you. Prices for catering services remain valid while they are listed and offered via the App. Prices will be as posted on the App as of the date and time of your order, as applicable. Availability of products and services may be limited. Some products and services may not be available in certain areas.

 

17. NO WARRANTY. The app is provided “as is” and without any warranty of any kind. Sprouts makes commercially reasonable efforts to ensure all material, data, and other information on the app is accurate and reliable, but accuracy cannot be guaranteed. Sprouts does not guarantee the quality, completeness, timeliness, or availability of the app. Sprouts does not warrant that the app will be uninterrupted or error free, that any defects in the app will be corrected, or that the app is free of viruses or other harmful conditions or components. Sprouts is not responsible for any typographical errors in the app. To the maximum extent permitted by law, Sprouts expressly disclaims all warranties of any kind with respect to the app, including without limitation those regarding availability, quality, accuracy, fitness for any use or purpose, compatibility with any standards or user requirements, title, and noninfringement. Sprouts has no responsibility for the timeliness, deletion, misdelivery, or failure to store any user communication.

 

Your use of the app is at your own risk and you alone are responsible for any damage to your computer hardware, software, systems, and networks, any loss of data that results from downloading any information from the app, and for any other damage that may be incurred.

 

We make no representation that the app is appropriate or available for use in locations other than the united states. If you choose to access the app from locations other than the united states, you do so at your own risk and you are responsible for complying with applicable laws and regulations.

 

No advice or information, oral or written, obtained by you from Sprouts or in any manner from the app creates any warranty.

 

In the event of any failure of the app as made available via apple’s app store to conform to any applicable warranty, you may notify apple and apple will refund to you the purchase price (if any) for the app. to the maximum extent permitted by applicable law, apple will have no other warranty obligation whatsoever with respect to the app and any other claims, losses, liabilities, damages, costs, and expenses attributable to any failure of the app to conform to any warranty will be solely your responsibility.

 

18. LIMITATION OF LIABILITY. To the extent permitted by law, in no event will Sprouts, its affiliates, or its or their respective OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, LICENSORS, SUPPLIERS, CONTRACTORS, REPRESENTATIVES, OR EMPLOYEES (“SPROUTS PARTIES”) be liable for any direct, indirect, special, incidental, exemplary, punitive, or consequential loss or damage, or any other loss or damage of any kind, arising out of or in connection with the app or your use of or inability to use the app (including without limitation the input of personally identifiable and other information into the app), whether the claim is based in contract, tort (including negligence), strict liability, warranty, or otherwise, and even if A Sprouts PARTY has express knowledge of the possibility of the loss or damage.

 

Your sole and exclusive remedy is to stop accessing and using the app. Without limiting the foregoing, in no event will THE Sprouts PARTIES’ liability to you exceed $100, even if this remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above exclusions and limitations may not apply to you. YOU AND SPROUTS AGREE THAT ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

 

19. Indemnification. You will indemnify, defend, and hold harmless the Sprouts Parties from and against all losses, claims, liabilities, demands, complaints, actions, damages, judgments, settlements, fines, penalties, expenses, and costs (including without limitation reasonable attorneys’ fees) that arise out of or in connection with your download of, installation of, access to, or use of the App, your misuse of any material, data, or other information downloaded or otherwise obtained from the App, your order of products or services via the App, your breach of this Agreement, or your violation of applicable laws or regulations. We reserve and you grant to us the exclusive right to assume the defense and control of any matter subject to indemnification by you.

 

20. Third-Party Websites and Applications. The App may link to, or be linked to, websites or applications not maintained or controlled by Sprouts. Those links are provided as a convenience and Sprouts is not responsible for examining or evaluating the content or accuracy of, and does not warrant or endorse, any third-party website or application or any products or services made available through those websites or applications. Please take care when leaving the App to visit or use third-party websites or applications. You should read the terms of use and privacy policy for each website or application that you visit or use.

 

21. Feedback. Sprouts welcomes comments and other feedback regarding the App. If you submit feedback to us regarding the App, via email or otherwise, it will not be considered or treated as confidential. You warrant that you have all rights necessary to submit any feedback. We may use any feedback that you submit in our discretion and without attribution or compensation to you.

 

22. Governing Law. This Agreement is governed by the laws of the state of Arizona, without regards for its conflict of law principles. Venue is exclusively in the state or federal courts, as applicable, located in Maricopa County, Arizona, with respect to any dispute arising under this Agreement unless otherwise determined by Sprouts in its sole discretion and the parties expressly agree to the exclusive jurisdiction of those courts.

 

23. Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read the following paragraphs carefully because they require you to arbitrate disputes with Sprouts and limit the manner in which you can seek relief from us.

 

a. Applicability. You agree that any dispute, controversy or claim arising out of, or relating to, this Agreement (including the breach, termination, enforcement, interpretation, or validity of this Agreement) (together, “Disputes”) will be resolved by confidential and binding arbitration on an individual basis as described in this Agreement (this “Arbitration Agreement”). The place of arbitration will be Maricopa County, Arizona, unless otherwise agreed to in writing by all parties to the arbitration. But, in the event of any actual, alleged, or threatened violation of confidentiality or violation of Sprouts’ intellectual property or other proprietary rights, Sprouts may immediately resort to court proceedings in a court of competent jurisdiction in order to seek immediate injunctive relief without posting bond, proving damages, or meeting any similar requirement. Any institution of any action for injunctive relief will not constitute a waiver of the right or obligation of either party to submit any claim seeking relief other than injunctive relief to arbitration. This Arbitration Agreement applies to you; Sprouts; Sprouts’ affiliates; Sprouts’ and its affiliates’ respective directors, officers, employees, owners, agents, predecessors in interest, successors in interest, and assigns; authorized and unauthorized users or beneficiaries of the Website; and any third-party beneficiaries. This Arbitration Agreement evidences a transaction involving interstate commerce and the Federal Arbitration Act, 9 U.S.C. Sections 1-16, will govern the interpretation, enforcement, and proceedings pursuant to this Arbitration Agreement.

 

b. Arbitrator. Arbitration proceedings will be administered by the American Arbitration Association (“AAA”) and in accordance with the AAA’s Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes then in effect except as stated below. A single arbitrator with knowledge of electronic commerce will conduct the arbitration and that arbitrator may grant injunctions or other relief in such dispute or controversy. The parties will mutually agree upon such arbitrator, but if the parties have not agreed on an arbitrator within thirty (30) days of the date of the notice of intention to arbitrate, the AAA will select the arbitrator from its list of commercial arbitrators. The arbitrator will conduct a single hearing no longer than one (1) day in duration for the purpose of receiving evidence and will render a decision within fifteen (15) days after the conclusion of the hearing. The decision of the arbitrator will be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any State or Federal court of competent jurisdiction. The cost of the arbitrator will be shared equally, and all other expenses of arbitration, including attorneys’ fees, will be paid by the party who incurred them. Any arbitration proceeding may not be consolidated or joined with any other proceeding and will not proceed as a class action. You further agree that you will not participate in any way in any class action in connection with any Dispute, either as a class representative plaintiff or as a member of a putative class. The parties understand that they would have had a right or opportunity to litigate Disputes through a court, to have a judge or jury decide their case, and to participate in a class action or other proceeding involving multiple claimants, but they have instead chosen to have all Disputes decided through individual arbitration.

 

c. Place; Federal Arbitration Act. The place of arbitration will be Maricopa County, Arizona, unless otherwise agreed to in writing by all parties to the arbitration. This Arbitration Agreement evidences a transaction involving interstate commerce and the Federal Arbitration Act, 9 U.S.C. Sections 1-16, will govern the interpretation, enforcement, and proceedings pursuant to this Arbitration Agreement.

 

d. Confidentiality. Any and all actions taken under this Arbitration Agreement, including all filings, orders, judgments, and awards made in any arbitration proceeding, are confidential and may not be disclosed to any third party.

 

e. Time Limitation on Claims. Arbitration proceedings must be initiated within one (1) year after any Dispute arises; otherwise, the Dispute is permanently barred.

 

24. Assignment. We may assign our rights and delegate our duties under this Agreement at any time to any party without notice to you. You may not assign this Agreement without our prior written consent.

 

25. Third-Party Beneficiaries. This Agreement does not confer any rights, remedies, or benefits upon any person other than you and Sprouts, except that our affiliates, the applicable App Marketplace, and that App Marketplace’s affiliates are third-party beneficiaries of this Agreement. Accordingly, the applicable App Marketplace has the right to enforce this Agreement against you.

 

26. Entire Agreement; Interpretation. This Agreement, including our Privacy Policy and, as applicable, our Mobile Coupon Terms and any other items incorporated herein, is the entire agreement between you and Sprouts with respect to your access to and use of the App. Sprouts’ failure to enforce any provision in this Agreement will not constitute a waiver of that provision or any other provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Sprouts. If any provision of this Agreement is held invalid, void, or unenforceable, that provision will be considered severable from the remaining provisions and the remaining provisions will remain in full force and effect. The headings in this Agreement are for convenience only and do not affect the interpretation of this Agreement. This Agreement inures to the benefit of Sprouts’ successors and assigns.

 

27. Electronic Communications. This Agreement and any other documentation, agreements, notices, or communications between you and Sprouts may be provided to you electronically to the extent permissible by law. Please print or otherwise save a copy of all documentation, agreements, notices, and other communications for your reference.

 

28. Contact Us. Please direct any questions and concerns regarding this Agreement or the App to us using our website’s Contact Us form or by email at [email protected], by telephone at 480-814-8016, or by mail at Sprouts Farmers Market, Inc., 5455 E. High Street, Suite 111, Phoenix, AZ 85054.