Terms of Service

Welcome, and thank you for your interest in CSE Holdings LLC d/b/a Sproos (“Sproos,” “we,” or “us”), provider of the Sproos home maintenance platform. These Terms of Service (“Terms”) govern your access to and use of Sproos’s software, platform, mobile application, APIs, documentation, and related tools, including the website www.sproos.ai, and all related services made available by Sproos to help homeowners manage, schedule, and coordinate home maintenance (collectively, the “Service”). By using the Service, you agree to these Terms.

Please also read our Privacy Policy, which explains how we collect, use, disclose, and process personal data.

If you are entering into these Terms on behalf of an entity, you represent that you have the legal authority to bind that entity.

The Sproos application may be distributed through third-party platforms, including Apple’s App Store and Google Play (each a “Distribution Platform”). Distribution Platforms may present their own end user license agreement (“Platform EULA”) governing the download and installation of the application. These Terms govern your use of the Sproos service and supplement any applicable Platform EULA. In the event of a conflict between these Terms and any Platform EULA with respect to the Sproos service, these Terms shall control.

1. Access and Use

1.1. Provision of Access; Application License. Sproos is a home maintenance technology company providing AI-assisted tools to help homeowners identify, schedule, and manage property maintenance tasks. The Service offers a suite of tools, including AI-powered maintenance recommendations, contractor matching, scheduling assistance, and home health tracking. Subject to your compliance with these Terms, Sproos grants you a limited, non-exclusive, non-transferable, revocable right to: (i) access and use the Service; and (ii) download, install, and use the Sproos application on devices you own or control, solely for your personal, non-commercial use in accordance with these Terms. This license is the sole and complete statement of the license granted to you with respect to the Sproos application, and supersedes any conflicting license terms presented through a Distribution Platform with respect to the Service itself. You acknowledge that Sproos, not any Distribution Platform, is solely responsible for the Sproos application and its content.

1.2. Content and Accuracy of Property Information. You may provide inputs to the Service (“Inputs”), such as information about your home, maintenance history, photos, inspection reports, or requests, and receive recommendations, task lists, contractor matches, or other outputs based on your Inputs (collectively, “Recommendations”) (Inputs and Recommendations are collectively “Content”). We may use Content to provide the Service, comply with applicable law, enforce our terms and policies, and keep the Service safe. By submitting Inputs to the Service, you represent and warrant that: (i) you have all rights, licenses, and permissions necessary for us to process the Inputs under these Terms; (ii) all property information, home details, and other data you provide is accurate, complete, and not misleading; and (iii) you will promptly update any information that becomes inaccurate or incomplete. You acknowledge that the quality and accuracy of Recommendations generated by the Service is directly dependent on the accuracy of the Inputs you provide, and that Sproos bears no responsibility for Recommendations that are inaccurate, incomplete, or unsuitable as a result of inaccurate or incomplete Inputs.

1.3. Inspection Reports and Uploaded Documents. If you upload a home inspection report or any other third-party document to the Service, you represent and warrant that: (i) you own the inspection report or otherwise hold sufficient rights to authorize its upload and use through the Service; (ii) you are authorized to share the inspection report with Sproos for processing under these Terms; (iii) the upload does not violate any confidentiality obligation, contractual restriction, or proprietary right of any third party, including the inspector or inspection company that prepared the report; and (iv) you have all consents and authorizations required to submit the report as an Input. You acknowledge that inspection reports may be prepared by and subject to the intellectual property rights of third-party home inspection professionals or firms, and that the right to receive a copy of a report does not, by itself, confer the right to share it with third-party platforms. Sproos assumes no liability arising from your unauthorized upload or use of any inspection report or third-party document.

1.4. AI Model Training. SPROOS WILL NOT USE YOUR CONTENT TO TRAIN, OR ALLOW ANY THIRD PARTY TO TRAIN, ANY AI MODELS, UNLESS YOU HAVE EXPLICITLY AGREED TO SUCH USE. Instructions for managing your preferences regarding the use of your Content for training purposes are available within the Service settings.

1.5. Limitations of AI Recommendations. You acknowledge that Recommendations generated by the Service are produced automatically using machine learning and AI technology and are subject to inherent limitations, including that: (i) Recommendations may contain errors, omissions, or misleading information; (ii) AI-generated suggestions may not account for the specific characteristics, age, or condition of your property; (iii) the Service does not replace licensed professional inspections, engineering assessments, or contractor evaluations; (iv) AI tools can struggle with nuanced property conditions, local code requirements, or unusual circumstances; and (v) data used to train underlying AI models may be imperfect or incomplete. You agree that you are solely responsible for evaluating and bearing all risks associated with any Recommendations, including any reliance on their accuracy, completeness, or suitability for your specific situation. Sproos presents an acknowledgment of these AI limitations during onboarding, which you affirm before using AI-powered features.

1.6. Not a Licensed Contractor or Inspector. SPROOS IS A TECHNOLOGY PLATFORM ONLY. SPROOS IS NOT A LICENSED CONTRACTOR, HOME INSPECTOR, ENGINEER, OR REAL ESTATE PROFESSIONAL. NOTHING IN THE SERVICE CONSTITUTES PROFESSIONAL ENGINEERING, INSPECTION, LEGAL, OR CONTRACTOR ADVICE. YOU SHOULD ALWAYS CONSULT APPROPRIATELY LICENSED PROFESSIONALS BEFORE UNDERTAKING SIGNIFICANT HOME MAINTENANCE OR REPAIR WORK.

1.7. No Reliance on Inspection Report Analysis. THE SERVICE MAY ANALYZE, SUMMARIZE, OR GENERATE RECOMMENDATIONS BASED ON INSPECTION REPORTS OR OTHER DOCUMENTS YOU UPLOAD. THIS ANALYSIS IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE A PROFESSIONAL HOME INSPECTION, ENGINEERING ASSESSMENT, STRUCTURAL EVALUATION, OR ANY OTHER FORM OF LICENSED PROFESSIONAL ADVICE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (I) SPROOS’S ANALYSIS OF ANY INSPECTION REPORT IS GENERATED AUTOMATICALLY BY AI TECHNOLOGY AND MAY BE INCOMPLETE, INACCURATE, OR FAIL TO IDENTIFY CONDITIONS THAT A LICENSED PROFESSIONAL WOULD IDENTIFY THROUGH PHYSICAL INSPECTION; (II) YOU SHALL NOT RELY ON SPROOS’S ANALYSIS AS A SUBSTITUTE FOR OBTAINING AN INDEPENDENT PROFESSIONAL INSPECTION OR EVALUATION OF YOUR PROPERTY; (III) ANY DECISION TO TAKE OR REFRAIN FROM TAKING ACTION (INCLUDING WITHOUT LIMITATION DECISIONS TO PURCHASE, SELL, RENOVATE, REPAIR, OR DECLINE TO REPAIR PROPERTY) BASED ON SPROOS’S ANALYSIS IS MADE SOLELY AT YOUR OWN RISK; (IV) SPROOS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, DAMAGE, PERSONAL INJURY, PROPERTY DAMAGE, DIMINUTION IN VALUE, OR OTHER HARM ARISING FROM YOUR RELIANCE ON, OR FAILURE TO ACT UPON, ANY ANALYSIS OR RECOMMENDATION GENERATED IN CONNECTION WITH AN UPLOADED INSPECTION REPORT; AND (V) SPROOS DOES NOT GUARANTEE THAT ALL CONDITIONS, DEFECTS, HAZARDS, OR MATERIAL FACTS REFLECTED IN AN INSPECTION REPORT WILL BE IDENTIFIED, FLAGGED, OR COMMUNICATED THROUGH THE SERVICE. ALWAYS CONSULT A LICENSED HOME INSPECTOR, CONTRACTOR, STRUCTURAL ENGINEER, OR OTHER QUALIFIED PROFESSIONAL BEFORE MAKING ANY PROPERTY DECISION.

1.8. No Warranty Regarding Insurability, Code Compliance, or Habitability. Nothing in the Service, including any Recommendations or analysis of inspection reports, constitutes a representation or warranty regarding the insurability, building code compliance, habitability, or structural soundness of any property. Sproos’s analysis reflects only what may be discernible from the information you provide and does not account for applicable local, state, or federal building codes, zoning requirements, insurance underwriting standards, or habitability regulations. Determinations regarding insurability, code compliance, or habitability must be made by appropriately licensed and qualified professionals, insurers, and governmental authorities.

1.9. Jurisdictional Variation. Home inspection standards, contractor licensing requirements, maintenance obligations, property disclosure requirements, and other legal standards vary significantly by state, county, and municipality. The Service does not account for, and Recommendations are not tailored to, the specific laws, codes, or regulations applicable in your jurisdiction. Nothing in the Service should be construed as legal, regulatory, or compliance advice for any particular jurisdiction. You are solely responsible for ensuring that any maintenance, repair, or improvement work performed on your property complies with all applicable local laws and regulations.

1.10. No Real Estate Transaction Reliance. The Service is not designed or intended for use as a due diligence tool in connection with the purchase, sale, or financing of real property. Sproos’s analysis of inspection reports and other property information does not constitute a professional inspection, property disclosure, or representation suitable for reliance in a real estate transaction. If you are considering purchasing or selling a property, you should obtain independent professional inspections, engage a licensed real estate professional, and consult legal counsel. Sproos expressly disclaims any liability arising from your use of the Service in connection with a real estate transaction.

1.11. Property Access and Physical Services. The Service may facilitate the scheduling of Contractors to perform physical maintenance or repair services at your property (“On-Site Services”). By scheduling On-Site Services through the Service, you represent that you have the legal authority to grant access to the property and assume full responsibility for ensuring that the property is safe and accessible for the Contractor. Sproos is not present at, responsible for, or liable in connection with any On-Site Services. You acknowledge and agree that: (i) Sproos bears no responsibility for any property damage, personal injury, theft, or other loss arising out of or related to a Contractor’s presence at or work on your property; (ii) any dispute regarding On-Site Services, including disputes over workmanship, damage, or payment, is solely between you and the applicable Contractor; and (iii) you are solely responsible for ensuring that any Contractor you engage holds the appropriate licenses, insurance, and permits required by applicable law.

1.12. Third-Party Contractors; No Referral Agency. The Service may facilitate connections between you and third-party home maintenance contractors, vendors, or service providers (“Contractors”). Sproos does not employ, supervise, endorse, warrant, or guarantee the work, qualifications, licensing, insurance, or performance of any Contractor. Sproos is not a licensed contractor referral agency or broker and does not receive compensation contingent on the completion of any Contractor engagement unless separately disclosed. Any agreement for services entered between you and a Contractor is solely between you and that Contractor. Sproos is not a party to any such agreement and accepts no liability for work performed or not performed by Contractors.

1.13. Commercial and Multi-Property Use. The Service is designed primarily for individual homeowners managing a personal residence. Use of the Service for commercial purposes, property management operations, or management of multiple properties may be subject to additional terms and fees. If you are using the Service in a commercial capacity (including as a landlord, property manager, or real estate investor), you represent that you have the authority to bind any entity on whose behalf you are acting and that your use complies with all applicable laws. Sproos reserves the right to restrict or terminate accounts engaged in commercial use that exceeds the scope of the applicable subscription plan.

1.14. Use Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (i) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code, object code, or underlying structure of the Service; (ii) reproduce, modify, translate, or create derivative works of the Service; (iii) rent, lease, lend, or sell the Service; (iv) remove any proprietary notices from the Service; (v) use the Service or any Recommendations to develop or train a model competitive with the Service; (vi) probe, scan, or attempt to penetrate the Service; (vii) harvest, scrape, or extract data from the Service; (viii) use the Service in any manner that infringes, misappropriates, or otherwise violates any third party’s intellectual or other rights, or that violates any applicable laws or regulations; (ix) input into the Service any data that is subject to heightened legal protections beyond general personal information requirements, including without limitation information regulated by HIPAA, PCI DSS, or similar frameworks; or (x) knowingly permit any third party to do any of the foregoing. You will promptly notify Sproos of any unauthorized use that comes to your attention.

1.15. Beta Services. From time to time, Sproos may make Beta Services available to you. Beta Services will be clearly designated as beta, pilot, early access, or similar. Beta Services are intended for evaluation purposes only, are not fully supported, and may be subject to additional terms. Beta Services are provided on an “as-is” and “as-available” basis without any warranty, support, or maintenance. Sproos may discontinue Beta Services at any time. SPROOS SHALL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES; USE AT YOUR OWN RISK.

2. Interactive AI Features; Ask Sproos

2.1. Nature of the Feature. The Service may include an interactive AI-powered conversational feature that allows you to ask questions and receive responses regarding home maintenance, property conditions, inspection findings, and related topics (“Ask Sproos” or the “Interactive AI Feature”). Ask Sproos is an AI-generated informational tool only. Responses are produced automatically by machine learning technology and do not constitute professional advice of any kind. No professional, advisory, or fiduciary relationship is created between you and Sproos by your use of Ask Sproos.

2.2. AI Disclosure in Ask Sproos. Sproos presents a persistent disclosure within the Ask Sproos interface stating, in substance, that: (i) Ask Sproos responses are generated by AI and are not a substitute for professional inspection, engineering, contractor, legal, or emergency-services advice; (ii) you should not rely on Ask Sproos for decisions involving personal safety, structural integrity, or emergency conditions; and (iii) in the event of an emergency, you should contact 911 or the appropriate emergency services immediately rather than relying on the Service. Your continued use of Ask Sproos constitutes your acknowledgment of these limitations.

2.3. Emergency Situations; Life-Safety Disclaimer. ASK SPROOS IS NOT AN EMERGENCY SERVICE AND IS NOT DESIGNED OR INTENDED FOR USE IN EMERGENCY SITUATIONS. IF YOU BELIEVE YOU ARE EXPERIENCING A HOME EMERGENCY (INCLUDING WITHOUT LIMITATION A GAS LEAK, CARBON MONOXIDE EXPOSURE, ELECTRICAL FIRE, STRUCTURAL FAILURE, FLOODING, OR ANY CONDITION THAT POSES AN IMMEDIATE RISK TO LIFE OR PROPERTY), YOU MUST CALL 911 OR YOUR LOCAL EMERGENCY SERVICES IMMEDIATELY AND VACATE THE PREMISES IF NECESSARY. DO NOT RELY ON ASK SPROOS OR ANY OTHER FEATURE OF THE SERVICE FOR GUIDANCE IN AN EMERGENCY. SPROOS SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY INJURY, DEATH, PROPERTY DAMAGE, OR OTHER LOSS ARISING FROM YOUR USE OF, OR FAILURE TO SEEK APPROPRIATE EMERGENCY ASSISTANCE INSTEAD OF USING, THE SERVICE IN AN EMERGENCY SITUATION. SPROOS RESERVES THE RIGHT, BUT IS NOT OBLIGATED, TO INCLUDE AUTOMATED EMERGENCY REDIRECTS WITHIN THE SERVICE INTERFACE; THE PRESENCE OR ABSENCE OF SUCH REDIRECTS DOES NOT MODIFY THIS DISCLAIMER OR CREATE ANY ADDITIONAL DUTY ON THE PART OF SPROOS.

2.4. Home Systems Advice. Ask Sproos may generate responses related to home systems including HVAC, electrical, plumbing, gas, roofing, and structural components (collectively, “Home Systems”). You acknowledge that Home Systems advice carries heightened risk relative to general maintenance guidance, as improper action on Home Systems can result in personal injury, death, fire, flooding, structural damage, or other serious harm. YOU EXPRESSLY AGREE THAT: (I) YOU WILL NOT UNDERTAKE ANY WORK ON HOME SYSTEMS BASED SOLELY ON ASK SPROOS RESPONSES WITHOUT FIRST CONSULTING A LICENSED PROFESSIONAL; (II) SPROOS BEARS NO LIABILITY FOR ANY INJURY, DEATH, OR PROPERTY DAMAGE ARISING FROM ACTIONS TAKEN OR NOT TAKEN WITH RESPECT TO HOME SYSTEMS IN RELIANCE ON THE SERVICE; AND (III) ANY RESPONSES REGARDING HOME SYSTEMS ARE PROVIDED FOR GENERAL AWARENESS ONLY AND DO NOT ACCOUNT FOR THE SPECIFIC CONDITION, AGE, INSTALLATION, OR REGULATORY REQUIREMENTS APPLICABLE TO YOUR PROPERTY.

2.5. No Persistent Relationship; Session Limitations. Ask Sproos does not retain memory of prior sessions unless the Service expressly states otherwise. Each session begins without context from previous interactions. You should not assume that Ask Sproos is aware of prior conversations, property conditions previously discussed, or Recommendations previously generated. Sproos is not responsible for any harm arising from your assumption of continuity across Ask Sproos sessions.

3. Eligibility

You must be at least the age of majority in your jurisdiction (e.g., 18 years old in the United States) or 18 years old, whichever is higher, to use the Service. By agreeing to these Terms, you represent and warrant that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and use of the Service is in compliance with all applicable laws in your jurisdiction.

4. Account Registration

To access most features of the Service, you must register for an account. When you register, you may be required to provide information about yourself and your property, such as your name, email address, property address, and other relevant details. You agree that the information you provide is accurate, complete, and not misleading, and that you will keep it accurate and up to date. You are solely responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account. If you believe your account has been compromised, you must immediately notify us at legal@sproos.ai.

5. Payment Terms

5.1. Paid Services. Certain features of the Service may require payment of fees. Before you pay any fees, you will have an opportunity to review and accept the applicable charges. Unless otherwise specified, all fees are in U.S. Dollars and are non-refundable, except as required by law.

5.2. Pricing. Sproos reserves the right to determine and modify pricing for the Service. Sproos will make reasonable efforts to keep pricing information current on www.sproos.ai. Sproos may change fees for any feature by providing advance notice through the Service interface, pop-up, email, or other reasonable means. Your continued use of the Service after a price change constitutes your agreement to pay the modified amount. You are responsible for all applicable taxes.

5.3. Subscription Plans. The Service may include subscription-based plans with automatically recurring payments (“Subscription Service”). Subscriptions begin on the date of your initial purchase and renew automatically for successive periods of the same duration unless cancelled. You authorize Sproos or its payment processors to charge your payment method on a recurring basis. You must cancel at least 24 hours before a renewal date to avoid being charged for the next period. You may cancel via your account billing settings or by contacting legal@sproos.ai. YOUR CANCELLATION MUST BE RECEIVED BEFORE THE RENEWAL DATE TO AVOID BEING CHARGED FOR THE NEXT PERIOD.

6. Ownership and Licenses

6.1. Service. Sproos and its licensors own and retain all right, title, and interest in and to the Service, all improvements and modifications thereto, and all associated intellectual property rights. No implied licenses are granted under these Terms.

6.2. Feedback. If you provide Sproos with suggestions, feedback, or ideas regarding the Service (“Feedback”), you grant Sproos the right to use such Feedback without restriction or compensation to you.

6.3. Your Content. You retain all right, title, and interest you have in your Inputs. Sproos hereby assigns to you all right, title, and interest, if any, in and to any Recommendations generated specifically for you.

6.4. Usage Data. Sproos may collect and analyze aggregated, de-identified technical data about your use of the Service (“Usage Data”) for security, analytics, and service improvement purposes. Usage Data excludes Content and will not be disclosed to third parties in a form that identifies you.

7. Third-Party Services and Integrations

The Service may integrate with or incorporate optional third-party services, including contractor platforms, scheduling tools, payment processors, MLS data providers, permit record services, and smart home integrations (“Third-Party Services”). If you elect to access or use a Third-Party Service, your use is subject to that service’s own terms and policies. Where the Service incorporates data from third-party providers such as MLS databases, permit records, or property data feeds, Sproos does not warrant the accuracy, completeness, or currency of such data. Sproos makes no representations or warranties regarding Third-Party Services and accepts no liability for them. You are responsible for complying with all applicable terms and restrictions imposed by Third-Party Services you access through the platform.

8. Communications

We may send you emails and notifications regarding the Service, maintenance reminders, contractor updates, and promotional offers. You may opt out of promotional communications at any time using the unsubscribe functionality in such messages or by adjusting your account notification settings.

9. Modification of Terms

We may change these Terms from time to time. We will notify you of material modifications by updating the date at the top of these Terms and maintaining a current version on our website. All modifications are effective when posted. Your continued use of the Service after changes are posted constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue use of the Service.

10. Termination

You may stop using the Service at any time. We reserve the right to modify, suspend, or terminate the Service or your access to it, in whole or in part, at any time. If you have a Subscription Service and we terminate it for reasons other than a violation of these Terms, we will refund you on a pro rata basis for the unused portion of your then-current subscription period. We may terminate your account if it has been inactive for over one year and you do not have a paid account, with advance notice to you. Upon termination, Sproos may delete Content and data associated with your account. Sections 1.6, 1.7, 1.8, 1.9, 1.10, 5 (for outstanding fees), 6, and 14-18 survive any termination. Appeals may be directed to legal@sproos.ai.

11. Modification of the Service

Sproos may modify or discontinue all or any portion of the Service at any time, temporarily or permanently, without notice. Sproos will have no liability for any change to the Service or suspension or termination of your access. You should retain copies of any Content you wish to preserve.

12. Copyright Complaints

If you believe your intellectual property rights have been infringed, please contact legal@sproos.ai. Written claims must include: (a) a physical or electronic signature of the authorized copyright owner or agent; (b) a description of the copyrighted work claimed to be infringed; (c) a description of where the allegedly infringing material is located in the Service; (d) your contact information; (e) a good-faith statement that the use is not authorized by the copyright owner, its agent, or law; and (f) a statement that the information is accurate and made under penalty of perjury.

13. Privacy

Please read the Sproos Privacy Policy carefully for information about how we collect, use, store, and disclose your personal data. Your use of the Service constitutes your acknowledgment of and agreement to the Privacy Policy.

14. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service. You will defend, indemnify, and hold harmless Sproos, its affiliates, and each of their respective shareholders, directors, officers, employees, consultants, and agents (collectively, the “Sproos Entities”) from and against any and all liabilities, claims, damages, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (1) your use or misuse of the Service; (2) your violation of any portion of these Terms or any applicable law or regulation; (3) any claim that your Inputs violate any third-party intellectual property, privacy, or other rights; (4) any dispute between you and a Contractor facilitated through the Service, including any claim arising from On-Site Services; (5) your provision of inaccurate or incomplete property information; or (6) your reliance on Recommendations or inspection report analysis in connection with a real estate transaction or property decision. Sproos reserves the right, at its expense, to assume control of the defense of any matter otherwise subject to indemnification by you.

15. Disclaimer of Warranties

THE SERVICE AND RECOMMENDATIONS ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SPROOS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SPROOS DOES NOT WARRANT THAT THE SERVICE OR RECOMMENDATIONS WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS OR DEFECTS. SPROOS DOES NOT WARRANT THE WORKMANSHIP, LICENSURE, INSURANCE, OR PERFORMANCE OF ANY CONTRACTOR. SPROOS MAKES NO WARRANTY REGARDING THE INSURABILITY, CODE COMPLIANCE, OR HABITABILITY OF ANY PROPERTY. SPROOS MAKES NO WARRANTY THAT RECOMMENDATIONS OR INSPECTION REPORT ANALYSIS ARE ACCURATE, COMPLETE, OR SUITABLE FOR USE IN CONNECTION WITH ANY REAL ESTATE TRANSACTION, REPAIR DECISION, OR OTHER RELIANCE PURPOSE. THE SERVICE DOES NOT ACCOUNT FOR JURISDICTIONAL VARIATIONS IN APPLICABLE LAW, BUILDING CODES, OR LICENSING REQUIREMENTS. YOU AGREE THAT ANY USE OF RECOMMENDATIONS IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON ANY RECOMMENDATION AS A SOURCE OF TRUTH OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE. SEE SECTIONS 1.6 THROUGH 1.10 AND SECTION 2 FOR ADDITIONAL DISCLOSURES.

16. Limitation of Liability

15.1. No Indirect Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SPROOS ENTITIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, PROPERTY DAMAGE, DIMINUTION IN PROPERTY VALUE, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, RECOMMENDATIONS, ANY CONTRACTOR, OR ANY ON-SITE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY.

15.2. Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SPROOS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS, THE SERVICE, OR CONTENT IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO SPROOS IN THE SIX (6) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) $100. THESE LIMITATIONS ARE ESSENTIAL TO THESE TERMS AND SPROOS WOULD NOT OFFER THE SERVICE WITHOUT THEM.

17. Force Majeure

Sproos shall not be liable for any delay or failure to perform its obligations under these Terms to the extent such delay or failure is caused by circumstances beyond Sproos’s reasonable control, including without limitation acts of God, natural disasters, pandemic or public health emergency, war, terrorism, civil unrest, governmental action, internet or telecommunications outages, power failures, cyberattacks, or failures of third-party service providers. In such circumstances, Sproos’s obligations will be suspended for the duration of the force majeure event, and Sproos will use commercially reasonable efforts to resume performance as soon as practicable.

18. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

18.1. Agreement to Arbitrate. You and Sproos agree that any and all disputes or claims arising between you and Sproos, whether arising out of or relating to these Terms, the Service, or any aspect of your relationship with us, will be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert individual claims in small claims court if your claims qualify. You and Sproos each waive the right to a trial by jury and the right to participate in a class action. The Federal Arbitration Act governs the interpretation and enforcement of this provision. You may opt out of arbitration within 30 days of account creation by emailing legal@sproos.ai from your account email with your name and a clear statement of intent to opt out.

18.2. No Class Actions. YOU AND SPROOS AGREE THAT CLAIMS MAY ONLY BE BROUGHT ON AN INDIVIDUAL BASIS, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE INDIVIDUAL RELIEF.

18.3. Pre-Arbitration Dispute Resolution. Sproos is committed to resolving disputes amicably. Most concerns can be addressed by contacting us at legal@sproos.ai. If informal resolution fails, a party intending to seek arbitration must first send written notice of the dispute by certified email to legal@sproos.ai. The notice must describe the nature and basis of the claim and the relief sought. If the parties do not resolve the dispute within 60 calendar days of receipt, either party may commence arbitration.

18.4. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s Consumer Arbitration Rules (“AAA Rules”), as modified by this section. Information about the AAA is available at https://www.adr.org. For claims of $10,000 or less, you may choose whether arbitration will be conducted on the papers, by telephone, or in person. For larger claims, the right to a hearing will be determined by the AAA Rules. The arbitrator will issue a reasoned written decision.

18.5. Arbitration Costs. Arbitration fees will be governed by the AAA Rules, with unallocated fees split equally unless you demonstrate economic hardship or that costs would be prohibitive relative to litigation, in which case Sproos will pay your portion.

18.6. Confidentiality. All aspects of the arbitration proceeding, including any ruling, decision, or award, will be strictly confidential for the benefit of all parties.

19. Miscellaneous

19.1. General. These Terms, including the Privacy Policy and any other agreements expressly incorporated by reference, constitute the entire agreement between you and Sproos regarding the Service. These Terms do not modify or supersede the terms under which the Sproos application is distributed through a Distribution Platform with respect to that platform’s own rights and obligations, but do control with respect to all matters relating to the Sproos service. You may not assign your rights under these Terms without our prior written consent. Sproos may assign these Terms at any time without notice. Failure to enforce any provision will not constitute a waiver. If any part of these Terms is held invalid, the remaining provisions remain in full force and effect.

19.2. Governing Law. These Terms are governed by the laws of the State of Delaware, without regard to conflicts of law principles. Except as provided in the Dispute Resolution section, all claims arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in Cuyahoga County, Ohio. Nothing in these Terms modifies the governing law or jurisdiction provisions applicable to a Distribution Platform’s own end user license agreement with respect to that platform’s separate rights and obligations.

19.3. Consent to Electronic Communications. By using the Service, you consent to receiving electronic communications from Sproos as described in our Privacy Policy. You agree that electronic notices, agreements, and disclosures satisfy any legal requirement that such communications be in writing.

19.4. Contact Information. You may contact us by emailing legal@sproos.ai.

19.5. No Support Obligation. Sproos is under no obligation to provide technical support for the Service. Where support is offered, it will be subject to published support policies.

19.6. Export Controls. You must comply with all applicable trade laws, including U.S. export control laws and sanctions. The Service may not be used in or for the benefit of any U.S.-embargoed country or territory, or any individual or entity prohibited under applicable trade laws.

19.7. Distribution Platform Terms. You acknowledge that these Terms are entered into between you and Sproos only, and not with any Distribution Platform. Distribution Platforms have no obligation to furnish maintenance or support services with respect to the Service. To the extent a Distribution Platform’s standard end user license agreement includes provisions regarding: (i) maintenance and support: Sproos, not the Distribution Platform, is solely responsible for the Service; (ii) product liability claims relating to the Service: Sproos, not the Distribution Platform, is responsible; (iii) intellectual property infringement claims relating to the Service: Sproos, not the Distribution Platform, will address such claims in accordance with these Terms; and (iv) compliance with applicable laws: you represent and warrant compliance as between you and Sproos under these Terms. Distribution Platforms are intended third-party beneficiaries of this Section 19.7 solely to the extent required by the applicable Distribution Platform’s developer terms, and no further. Nothing in this Section creates any obligation on the part of any Distribution Platform with respect to the Service.