EMPOWERING EFFICIENT CAPITAL FORMATION

Effective Date: 2025-11-28

IMPORTANT REGULATORY NOTICE:

Securities offerings inherently involve substantial risk, including the potential for total loss of investment. Investors expressly acknowledge and assume these risks.

Sprowtt operates exclusively as a licensed software platform; it is not a registered broker-dealer, funding portal, or investment adviser. We explicitly do not offer investment advice, endorse specific offerings, or accept liability for materials provided by issuers.

Investors are required to conduct thorough due diligence and consult with professional advisors before making any investment decisions. Your utilization of Sprowtt's software does not constitute a recommendation or endorsement of any offering.

All licensed users must secure the requisite federal and state authorizations prior to initiating securities offerings. Sprowtt exclusively provides Software-as-a-Service (SaaS), generating revenue solely from software licensing fees.

1. ACCEPTANCE OF TERMS

By accessing and utilizing Sprowtt's website and software, you agree to these comprehensive Terms of Service. Sprowtt Inc. reserves the right to revise these terms at any time. Should you disagree with any part of these terms, please refrain from using our platform.

2. SPROWTT: YOUR SAAS SOLUTION FOR CAPITAL FORMATION

Sprowtt Inc. is a dedicated software provider, offering cutting-edge Software-as-a-Service (SaaS) solutions designed for efficient capital formation. We are unequivocally NOT a registered broker-dealer, funding portal, or investment adviser.

Our software services are provided EXCLUSIVELY to securities issuers; we do not engage directly with investors. Our revenue is derived solely from software licensing fees, with no participation in revenue sharing from successful capital raises.

3. ROBUST SERVICES & FEATURES

Enterprise SaaS platform for streamlined direct securities offerings.
Advanced AI Deal Room technology, powered by our proprietary "Sprowtt Compliance Algorithm#."
Comprehensive investor relations management tools.
Integrated compliance and secure document management systems.
Flexible white-label customization and branding options.
Seamless API integrations and robust system connectivity.
Real-time analytics and insightful reporting dashboards.

4. USER ELIGIBILITY & RESPONSIBILITIES

Only legally authorized securities issuers are permitted to use Sprowtt's platform. All users acknowledge and accept the following critical responsibilities:

Secure all necessary federal and state authorizations before initiating any securities offerings.
Assume sole responsibility for full compliance with all applicable securities laws and regulations.
Consult qualified legal counsel regarding all relevant regulatory requirements.
Provide accurate, current, and complete information at all times.
Conduct thorough due diligence in all investment-related activities.

5. PROTECTING OUR INNOVATION: INTELLECTUAL PROPERTY

Sprowtt Inc. retains all copyrights, trademarks, and intellectual property rights associated with our platform, including the groundbreaking "Sprowtt Compliance Algorithm#." Users grant Sprowtt a limited license to utilize submitted content exclusively for platform operational functionality, while retaining full ownership of their proprietary data.

6. PROHIBITED CONDUCT

To ensure a secure and compliant environment, the following actions are strictly prohibited:

Using the platform outside the geographical boundaries of the United States.
Unauthorized access or attempts to compromise system security.
Misusing the platform for purposes other than its intended design.
Sharing login credentials or enabling unauthorized third-party access.
Engaging in any illegal activities or violations of securities laws.

7. DISCLAIMERS & LIMITATION OF LIABILITY

Sprowtt does not provide investment advice.
Our platform is provided "as is," without any warranties, express or implied.
Users assume all inherent investment and business risks.
Sprowtt's liability is strictly limited to the software licensing fees paid by the user.
We disclaim all liability for user investment decisions or resulting outcomes.

8. OUR COMMITMENT TO YOUR PRIVACY

We are dedicated to the secure collection and protection of user data, adhering strictly to applicable privacy laws and regulations. We implement industry-standard security measures, including robust SSL encryption, to safeguard your information.

Users maintain specific rights regarding their personal data, as comprehensively detailed in our full privacy policy, which aligns with relevant privacy regulations.

9. AGREEMENT TERMINATION

Either party may terminate this agreement at any time. Certain provisions will survive any termination. Upon termination, users retain data ownership, subject to our established data retention policies.

10. GOVERNING LAW & DISPUTE RESOLUTION

These terms are governed exclusively by Florida state law. Any disputes arising hereunder shall be resolved through binding arbitration in Tampa, Florida.

FINAL REGULATORY CLARIFICATION

Securities offerings carry significant risk, including total investment loss. Sprowtt serves solely as a licensed software platform; it is not a registered broker-dealer, funding portal, or investment adviser. We explicitly do not offer investment advice, endorse offerings, or bear responsibility for issuer materials.

All licensed users must secure necessary federal and state authorizations before any securities offerings. Sprowtt exclusively provides SaaS software and receives only licensing fees for its use.