Email Notification of Communications
Sprowt.com will notify you via email when Account Communications are posted on the Sprowt.com Platform, as required by law. All such notifications will be sent to your email address of record.
Issuer Terms of Service Agreement
This Terms of Service Agreement (“Agreement”) sets forth the conditions governing your use of Spayuent (“we”, “us”, or “our”) SaaS platform for managing customers effectively. Your acceptance of these terms constitutes legally binding agreement.
Scope of Agreement
This Agreement comprehensively governs your relationship with Spayuent, including your access to the SaaS platform, API services, communication tools, and all other related functionalities.
Acceptance and Modifications
By clicking “I AGREE,” accessing, or using our platform in any way, you confirm your acceptance of this Agreement. Spayuent reserves the right to modify terms and will notify you through email or dashboard notifications.
Role of Service Providers
Certain features may rely on third-party services such as billing, notifications, and data processing. These providers operate under their own policies and terms.
Key Definitions
Platform and Access Terms
Parties and Offerings
Account Management Provisions
1. Accurate Account Information
You agree to provide accurate name, contact, email, and organization details. In case of any changes, update your dashboard immediately.
2. Service Fees and Taxes
Spayuent reserves the right to adjust subscription fees. Any tax applied by government authorities will be included.
3. Responsibility for Authorized Users
You assume full responsibility for users accessing the platform through your account. Misuse may result in suspension.
4. TIN Compliance
You must provide a correct Taxpayer Identification Number (TIN) where required for invoicing and compliance.
Billing Terms and Payment Authorization
By subscribing to Sprowtt.com’s services, you expressly agree to the following billing terms:
1. Trial Period and Subscription Activation
- New users may qualify for a free trial period, as detailed on our website or in promotional materials.
- At the conclusion of the trial period, your subscription will automatically transition to a paid plan unless formally canceled prior to the trial’s expiration.
- You authorize Sprowtt.com to charge your designated payment method for applicable subscription fees.
2. Recurring Billing Procedures
- Subscription fees are billed in advance on a recurring cycle.
- You grant authorization for automatic charges to your payment method.
- You are responsible for maintaining accurate billing info.
3. Refund and Cancellation Policy
- All payments rendered are non-refundable, except where mandated by law.
- You may cancel anytime via your account settings.
- No partial refunds or prorated credits will be issued.
4. Chargebacks and Dispute Resolution
- Attempting a chargeback without contacting support may result in account suspension.
- Report any billing errors to support@sprowtt.com within 14 days.
- Sprowtt.com reserves the right to dispute improper chargebacks.
5. Governing Law and Jurisdiction
- These billing terms shall be governed by Florida law.
- Disputes will be settled in Hillsborough County, Florida.
Platform Services Disclaimer
Request DemoIMPORTANT: THE ISSUER IS SOLELY RESPONSIBLE FOR THE LEGALITY, COMPLIANCE, AND ULTIMATE SUCCESS OF ITS SECURITIES OFFERINGS. SPROWTT.COM SERVES EXCLUSIVELY AS A TECHNOLOGY PLATFORM PROVIDER AND ASSUMES NO RESPONSIBILITY FOR YOUR REGULATORY COMPLIANCE OR OFFERING OUTCOMES. As a user of our self-directed platform, you assume full and complete responsibility for every action taken through your Account and for all aspects of your offering strategies and decisions
Investment Disclaimer and Software Service Limitation
IMPORTANT: Sprowtt.com does not conduct due diligence on, pass judgment on, or endorse the investment merit or worthiness of any securities offerings managed through our platform. We provide software solutions only and do not evaluate, endorse, or recommend any particular investment or offering. Our corporate name, logo, or likeness must not be used to imply endorsement or as a recommendation to purchase any securities. All investment decisions remain the sole responsibility of individual investors and Issuers.
Regulatory Status and Licensing Disclaimer
IMPORTANT REGULATORY DISCLOSURE: SPROWTT.COM IS NOT A REGULATED ENTITY AND HOLDS NO LICENSE WITH FINRA OR ANY OTHER REGULATORY AGENCY. WE ARE NOT A BROKER-DEALER, INVESTMENT ADVISER, OR FUNDING PORTAL. SPROWTT.COM DOES NOT PASS JUDGMENT ON THE SECURITIES OFFERED BY ISSUERS OR USERS OF ITS SERVICES. WE PROVIDE TECHNOLOGY SERVICES ONLY AND DO NOT PARTICIPATE IN THE OFFER OR SALE OF SECURITIES.
No Legal or Investment Advice Provided
Sprowtt.com does not, and will not, furnish legal, tax, securities, or accounting advice. Our employees are strictly unauthorized to offer such counsel. Issuers should not solicit or rely on any such advice from Sprowtt.com regarding their offerings or legal obligations
Review of Platform Activity Records
You are required to review all platform activity confirmations and records immediately upon their receipt. Any discrepancies must be reported to Sprowtt.com within two (2) business days. Absent such objection, these records will be deemed accurate and conclusive.
Notices and Official Communications
Sprowtt.com will transmit all official notices and communications to your designated electronic address. Such notices are considered valid and effective upon dispatch, regardless of actual or timely receipt. You are responsible for regularly monitoring your account for these communications.
Permitted Platform Activities
Sprowtt.com provides a SaaS platform specifically designed to assist issuers in the comprehensive management of their securities offerings. As a technology service provider, Sprowtt.com expressly permits the following limited activities:
Core Platform Features
- Provision of tools for efficient issuer account management.
- Facilitation for issuers to manage and publish their offering content.
- Delivery of robust data analytics and reporting functionalities.
- Implementation of stringent security measures for platform access.
Communication & Support
- Enabling communication features for issuers to interact with their network.
- Offering comprehensive educational resources on platform functionality.
- Providing dedicated technical support for platform usage inquiries.
- Empowering issuers to effectively track their offering's progress.
Transaction Management Tools
- Provision of tools for issuers to manage investment commitments effectively.
- Assistance to issuers with data management for robust investor relations.
- Facilitation of seamless integration with third-party payment processors.
- Maintenance of a secure and protected environment for issuer data.
Supported Offering Types
Sprowtt.com’s SaaS platform supports the following types of securities offerings:
- Regulation D 506(c) – General solicitation offerings to accredited investors.
- Regulation D 506(b) – Private placement offerings with limited solicitation.
- Regulation A – Mini-IPO offerings for broader public investment.
- Federal Crowdfunding – Regulation CF offerings under Title III of the JOBS Act.
- State Crowdfunding – Intrastate offerings under state regulations.
- Debt Offerings – Corporate bonds, notes, and other debt securities.
- Equity Offerings – Common stock, preferred stock, and equity-based securities.
- Test the Waters – Pre-offering investor interest solicitation activities.
Platform Usage Provisions
01
. Issuer's Sole Responsibility
All actions and data pertaining to your securities offerings managed through the Sprowtt.com platform are your sole responsibility and must be duly authorized by you. You must ensure that all information and activities strictly comply with all applicable laws and regulations.
02
Compliance with Applicable Laws
Your utilization of the Sprowtt.com platform and all activities related to your offerings are subject to, and must comply with, all applicable federal, state, and local securities laws and regulations, including those promulgated by the SEC and FINRA.
03
Platform Performance and Volatility
During periods of elevated system usage or significant market volatility, platform response times may fluctuate. Sprowtt.com shall not be held liable for any delays or discrepancies arising from such conditions. Issuers are responsible for the timely management of their offerings.
04
Discretion over Service Provision
Sprowtt.com retains sole discretion regarding the provision and features of its Platform Services. Sprowtt.com reserves the right to suspend or terminate access to any Issuer's account if terms are violated or if fraudulent activity is suspected.
Arbitration Agreement
Predispute Arbitration Clause
This Agreement incorporates a predispute arbitration clause. By entering this arbitration agreement, all parties explicitly waive their right to litigate disputes in court.
Binding Arbitration Mandate
You agree to resolve any and all controversies or claims relating to your relationship with Sprowtt.com, your Account, or any Platform Service provided through binding arbitration. This includes, but is not limited to, issues concerning platform access, service performance, or any alleged breach of this Agreement.
Finality of Arbitration Awards
Arbitration awards are generally deemed final and binding. The ability of a court to reverse or modify an arbitration decision is significantly limited. The arbitration panel typically includes a minority of individuals affiliated with the technology or financial services industry.
Prohibition on Class Actions
No individual or entity may initiate or participate in a putative or certified class action within arbitration. Furthermore, you may not seek to enforce any predispute arbitration agreement against any person who has commenced a putative class action in a court of law
Electronic Delivery of Documents
As Sprowtt.com operates as an internet-based SaaS platform, your agreement to these terms constitutes informed consent for the electronic delivery of all Account Communications. This includes, but is not limited to, statements, service notifications, disclosures, and other information pertinent to your platform usage.
Requirement for Regular Monitoring
You covenant to regularly check the Sprowt.com Platform for up-to-date information and to prevent missing time-sensitive notifications. You are encouraged to download, save, or print Account Communications for your permanent records.
Access to Archived Documents
You will have continuous access, through the Sprowt.com Platform, to an archive of all documents and activity records for at least the current year. Older documents can be made available upon request for a period of up to five years.
Miscellaneous Provisions
Right to Modify Terms
Sprowtt.com reserves the right to modify any terms and conditions of this Agreement at any time. The standard method of notification will be the posting of updated information on the Sprowtt.com Platform. Your continued use of the Service after any such change signifies your acceptance of the modification.
Governing Law
This Agreement shall be deemed to have been executed and delivered in the State of Illinois and shall be construed and enforced in accordance with the internal laws of the State of Illinois, without regard to its conflict of laws principles.
Validity of Electronic Signatures
Your intentional action in electronically signing this Account Application serves as valid evidence of your consent to be legally bound by this Agreement. The electronically stored copy of this Agreement is considered the true, complete, valid, authentic, and legally enforceable record.
Entire Agreement and Assignment
This Agreement constitutes the entire understanding between Sprowtt.com and you. Sprowtt.com may assign its rights and duties hereunder to any successors, subsidiaries, or affiliates. You are prohibited from assigning your rights without prior written consent from Sprowtt.com.
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