Terms of Service

1. Agreement to these terms

These Terms of Service (the “Terms”) are a binding agreement between you — and, if you are signing up on behalf of a company, that company (“you” or “Customer”) — and Sprout Automation Group LLC, a Texas limited liability company based in San Antonio, Texas (“Sprout,” “we,” “us,” or “our”).

By creating an account, clicking to accept, or using any part of the services, you agree to these Terms and to our Privacy Policy, which is incorporated here by reference. If you do not agree, do not use the services.

If we have signed a separate written agreement or order form with you, that document controls where it conflicts with these Terms.

2. The services

“Services” means the software products we operate, the websites through which they are delivered, and any related support:

• SproutRT— referral-territory intelligence for home-care agencies: facility discovery, opportunity scoring, AI visit-prep briefs, a field view with check-ins and voice capture, and referral attribution imported read-only and pseudonymized from the customer’s own AxisCare account.
• CardSprout AI — business-card capture and follow-up: card photo to scored contact, AI-drafted follow-up email sent from your own connected email account, and reply detection.
• getthesprout.com — this marketing website, including demo environments.

The Services are business tools. They are not a clinical system, not an electronic health record, not a system of record for patient information, and not a substitute for legal, medical, or compliance advice.

Demo environments are for evaluation. Data you enter in a demo may be reset or deleted at any time without notice, and demo data may be visible to other evaluators.

3. Eligibility and your account

• You must be at least 18 years old and able to form a binding contract. The Services are for business use, not personal or household use.
• If you accept these Terms for an organization, you represent that you have authority to bind it, and “you” means that organization.
• You agree to provide accurate account and billing information and to keep it current.
• You are responsible for your account credentials, for everything done under your account, and for the conduct of every user you invite. Do not share logins; seats are per person.
• Tell us promptly at hello@getthesprout.com if you suspect unauthorized access.

4. Acceptable use

No protected health information

The Services are designed to avoid receiving protected health information (PHI), and you must not enter PHI into them. That includes patient or client names and contact details, dates of birth, Social Security numbers, insurance or member identifiers, diagnoses, medications, care plans, and clinical or care notes — in any field, note, voice recording, uploaded file, or card image. We do not offer or sign Business Associate Agreements. If you enter PHI anyway, you do so in breach of these Terms and at your own risk, and you will tell us immediately so it can be removed.

No unlawful referral practices

You may not use the Services to plan, execute, document, or conceal any arrangement that violates healthcare referral law — including the federal Anti-Kickback Statute, the federal physician self-referral (Stark) rules, federal beneficiary-inducement prohibitions, and Texas laws governing illegal remuneration and the solicitation of patients. Tracking your own marketing visits and the referrals that follow is a legitimate business activity; paying, rewarding, or inducing anyone for referrals is not, and the Services are not to be used to arrange, disguise, or account for it. You are responsible for your own compliance program.

Everything else you agree not to do

• Break the law, infringe anyone’s rights, or use the Services to harass, defame, or defraud.
• Upload data about a person that you have no right to collect, store, or share.
• Send unsolicited bulk email. Email sent through CardSprout AI goes from your account and you are the sender of record: you must comply with the CAN-SPAM Act and other applicable email and telecommunications laws, use truthful headers and subject lines, and honor opt-out requests.
• Reverse engineer, decompile, scrape, or copy the Services; probe or circumvent authentication, rate limits, or usage caps; or resell, sublicense, or share access with anyone outside your organization.
• Use the Services or their output to build or train a competing product or model.
• Upload malware, interfere with the operation of the Services, or impose an unreasonable load on our infrastructure or on the third-party APIs we depend on.

We may investigate suspected violations and take the steps described in section 14.

5. Your data and who owns it

You own your data. Everything you or your users put into the Services, and everything we generate for you from it — facility records, notes, check-ins, voice recordings and transcripts, contacts, drafted emails, briefs, and attribution — is yours (“Customer Data”). We claim no ownership of it.

You grant us a limited, non-exclusive, worldwide, royalty-free license to host, store, copy, transmit, display, process, and adapt Customer Data solely to operate, secure, and support the Services for you, including passing the minimum necessary content to the subprocessors listed in our Privacy Policy. That license exists to run the product and ends when your data is deleted.

• We do not sell or rent Customer Data, and we do not use it to train AI models — ours or a third party’s.
• We may generate aggregated, de-identified statistics about how the Services are used (for example, feature usage counts) and use them to operate and improve the Services. These never identify you, your users, or your contacts.
• You represent that you have the rights and any consents needed for the Customer Data you provide, and that providing it to us does not violate any law or agreement.
• You can export your data at any time. See section 9 and the retention section of the Privacy Policy.
• Feedback you send us about the Services may be used freely and without obligation to you.

6. AI-generated content

Parts of the Services produce content automatically: visit-prep briefs, talking points, opportunity and contact scores, recommendations about where to go next, summaries, voice-note transcripts, and drafted follow-up emails. All of it is a suggestion generated by automated systems, including large language models.

• It can be wrong. AI output may be inaccurate, incomplete, outdated, or entirely fabricated, and scores are heuristics rather than measurements of truth.
• Information about facilities, staff, competitors, and events is gathered from public sources that we do not control and cannot guarantee. Verify before you rely on it.
• You are responsible for reviewing AI output before acting on it or sending it. Nothing is sent from your email account without your action, and once it is sent, it is your message.
• AI output is not legal, medical, clinical, financial, or compliance advice, and must not be used as the basis of a care decision.
• Similar prompts may produce similar output for different customers. We make no claim that AI output is unique or protectable, and between you and us, output generated for your account is treated as your Customer Data.

7. Third-party services

The Services connect to systems we do not own, including AxisCare and Google (Places, Maps, and Gmail), and rely on the infrastructure and AI providers listed in our Privacy Policy.

• We are not affiliated with, endorsed by, sponsored by, or acting as an agent of AxisCare, Google, or any other third party named in the Services. Their names and marks belong to them and are used only to identify the systems we interoperate with.
• You must have the right to connect the accounts you connect, and your use of a connected service remains governed by that provider’s own terms. Connecting your AxisCare account through its API is your authorization to read the data described in the Privacy Policy.
• We are not responsible for the availability, accuracy, pricing, or behavior of third-party services. If a provider changes, restricts, deprecates, or withdraws an API, related features may change or disappear, and that is not a breach of these Terms.

8. Fees and billing

• Early access pricing is quoted per agreement — in a written quote, an order form, or the plan you select at sign-up. That quote, together with these Terms, is your pricing.
• Fees are stated and charged in U.S. dollars, billed in advance for the subscription term (monthly or annual), and charged to the payment method on file. Subscriptions renew automatically for successive terms of the same length until cancelled.
• Founding-agency rates are locked. If you subscribed at a founding rate, that rate stays in place for as long as your subscription remains continuously active, including across renewals. If the subscription lapses, is cancelled, or is terminated, the lock ends and re-subscribing is at then-current pricing.
• For plans that are not rate-locked, we may change pricing for a future renewal term with at least 30 days’ notice to the email on the account. If you do not want the new price, cancel before that term begins.
• Fees exclude taxes. You are responsible for any sales, use, or similar taxes, other than taxes on our income.
• If a payment fails, we may retry it and may suspend the account after reasonable notice until the balance is paid.

9. Cancellation and refunds

• Monthly plans— cancel any time. Cancellation takes effect at the end of the current billing period, and you keep access until then. We do not pro-rate partial months.
• Annual plans— cancel any time; access continues to the end of the paid year. Refunds of the unused portion are pro-rated at our discretion. Ask, and we will be reasonable about it.
• Except as stated above, or where a refund is required by law, fees already paid are non-refundable.
• To cancel, use the account settings if available or email hello@getthesprout.com from the address on the account.
• Export your data before you cancel, or ask us within 30 days after cancellation and we will provide it. After that window the account and its data are deleted as described in the Privacy Policy.

10. Availability, beta features, and support

• We work to keep the Services up, but during early access we do not offer an uptime service-level agreement, uptime guarantee, or service credits. Maintenance, provider outages, and third-party API failures can interrupt the Services.
• We may modify, add, or discontinue features. If we remove something material, we will give reasonable advance notice where practical.
• Features labeled beta, preview, early access, or coming soon are provided as-is for evaluation, may be unstable or incomplete, and may change or be withdrawn without notice.
• Support is provided by email at hello@getthesprout.com during ordinary business hours, Central Time. Plans that include priority support are answered first.

11. Disclaimer of warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPROUT DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

We do not warrant that the Services will be uninterrupted, secure, or error-free; that defects will be corrected; or that any information in the Services — facility data, staff listings, competitor profiles, event listings, scores, referral attribution, or AI output — is accurate, complete, or current. We do not guarantee any business result, including referrals, hours, revenue, or growth. Some jurisdictions do not allow certain disclaimers, in which case they apply to the extent permitted.

12. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPROUT AND ITS OWNERS, MEMBERS, AND CONTRACTORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY.

SPROUT’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE AMOUNT OF FEES YOU ACTUALLY PAID US FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

These limits apply to every theory of liability — contract, warranty, tort, strict liability, or otherwise — and are an essential basis of the bargain between us; the pricing reflects them. Where law does not allow a limitation, it applies to the greatest extent permitted.

13. Indemnity

You will defend, indemnify, and hold harmless Sprout and its owners, members, and contractors from any third-party claim, demand, investigation, loss, liability, damage, penalty, or expense (including reasonable attorneys’ fees) arising out of or relating to:

• your Customer Data, including any PHI entered in breach of these Terms;
• your use of the Services, or use by anyone on your account;
• email sent from your connected account through the Services, including claims under the CAN-SPAM Act or similar laws;
• your violation of these Terms, of applicable law — including healthcare referral and anti-kickback law — or of any third party’s rights; and
• a dispute between you and one of your users, contacts, or referral sources.

We will notify you of any claim we tender, cooperate reasonably at your expense, and may participate in the defense with our own counsel. You may not settle a claim in a way that admits fault on our behalf or imposes an obligation on us without our written consent.

14. Suspension and termination

• We may suspend or terminate an account for non-payment, for breach of these Terms, or for activity that risks harm, security exposure, or legal liability to us, to you, or to others. We will give notice and an opportunity to cure where practical, and may act immediately where a delay would make things worse.
• You may stop using the Services and cancel at any time under section 9.
• We may discontinue a product line entirely with at least 30 days’ notice, and will refund the unused portion of any prepaid term if we do.
• On termination, your right to access the Services ends, the license in section 5 ends, and Customer Data is deleted per the Privacy Policy. Ask for an export before the account closes or within 30 days after.
• Sections that by their nature should survive — including 5 (ownership), 6, 7, 11, 12, 13, 16, and 17 — survive termination.

15. Changes to these terms

We may update these Terms as the products and the business change. The current version always carries the effective date at the top of this page. For changes that materially affect your rights or obligations, we will notify account owners by email or in-app notice at least 30 days before they take effect, unless a shorter period is required by law or needed for security. Continued use after the effective date means you accept the updated Terms; if you do not, cancel under section 9.

16. Governing law and venue

These Terms and any dispute arising out of them or the Services are governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The exclusive venue for any action is the state or federal courts located in Bexar County, Texas, and both parties consent to the personal jurisdiction of those courts and waive any objection to that venue.

17. General

• Entire agreement — these Terms, the Privacy Policy, and any signed order form are the whole agreement between us about the Services and replace earlier discussions.
• Severability— if a provision is unenforceable, the rest stays in force and the provision is enforced to the greatest extent permitted.
• No waiver— not enforcing something once does not waive it later.
• Assignment— you may not assign these Terms without our written consent, except to a successor of your business. We may assign them to an affiliate or to a successor in a merger or sale of assets.
• Independent parties — we are independent contractors. Nothing here creates a partnership, joint venture, agency, or employment relationship.
• Force majeure — neither party is liable for delay or failure caused by events beyond its reasonable control, including provider outages, network failures, and acts of government or nature.
• Notices— we send notices to the email on your account; you send them to hello@getthesprout.com.
• Publicity— we will not use your name or logo as a customer reference without your permission.

18. Contact

Sprout Automation Group LLC
San Antonio, Texas, United States
hello@getthesprout.com

Questions about these Terms, billing, cancellation, or anything else go to that address. A real person reads it.