Terms of Service

Acceptance of Terms.

This Terms of Service document, INCLUDING THE BINDING ARBITRATION PROVISION CONTAINED IN SECTION 10 (the “TOS”), is an agreement you must accept in order to use Sparrow’s Service (as defined below). It is applicable to (a) “Owners” — this includes Primary Owners who initially set up the Service and other Owners that are granted ownership privileges by the Primary Owner; (b) Administrators – those who manage and run a team or channel (“Administrators”) (Owners and Administrators, collectively “Administrative Users”), and to c) Members – users who are invited to join an existing team that has already been created in the Service by an Administrator (“Members”). The terms “you” and “users” encompass all users, including both Administrative Users and Members. This document describes both your rights and your obligations as part of using the Service. It is important that you read it carefully because you will be legally bound to these terms. DevFacto Technologies, Inc. (“Sparrow” “DevFacto” “we” “us”) only provides its Service (as defined below) to you subject to this TOS. By accepting this TOS or by accessing or using the Service, you agree to be bound by this TOS (including the Privacy Policy, which is incorporated here by reference).

If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its Members, its Administrative Users, and its affiliates to this TOS. In that case, the terms “you” or “your” shall also refer to such entity, its Members, its Administrative Users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service. You acknowledge that this TOS is a contract between you and Sparrow, even though it is electronic and is not physically signed by you and Sparrow, and it governs your use of the Service.

If you are accessing the Service in your capacity as a Canadian government entity, there are special Government Terms that may apply to you.

As our business evolves, Sparrow may change this TOS. If we make a material change to the TOS, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Site. You can review the most current version of the TOS at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions. If any change to this TOS is not acceptable to you, your only remedy is to cancel your account and stop using the Services, which you may do by clicking here or otherwise through the process provided in the Service.
As part of the registration process, you will identify an Owner’s user name (in the form of an email address) and password for your account. You may use these credentials to invite individuals to become Administrative Users and Members (each with their own password) under your account. The total number of users is limited to the maximum number permitted for your account. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account, including the activities of Members.

All users should be aware that your Administrative Users may have certain rights to access your account and may obtain related information in connection with the Services. The Administrators also set policies regarding your use of various aspects of the Services, including retention settings and the ability to preserve and export all communications in the account. As these rights may vary depending on the account, please see our FAQs for general information about account classifications, and refer to your Administrator if you have questions regarding your particular account such as your account settings. Please also see the Privacy Policy for more information on these topics.

By accessing or using the Services, you affirm that you are at least 18 years of age (or have reached the age of majority if that is not 18 years of age where you live). You represent that you are fully able and competent to enter into and comply with the terms and conditions in this TOS. The Service is not directed to children under 13, so if you are under 13 years of age, you are not permitted to access or use the Services. If we become aware that you are using the Service even though you are under 13, we will deactivate your account.

Description of Service.

The “Service(s)” means (a) Sparrow’s real-time communication, messaging, archiving and search services and related systems and technologies, as well as the website https://www.sparrowapp.io (the “Site”), and (b) all software (including the Software, as defined below), applications, data, reports, text, images, and other content made available by or on behalf of Sparrow through any of the foregoing. The “Service” does not include Your Data (as defined below) or any software application or service that is provided by you or a third party, which you use in connection with the Service, whether or not Sparrow designates them as “official integrations” (each a “Non-Sparrow Product”). Any modifications and new features added to the Service are also subject to this TOS. Sparrow reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Sparrow.

Access and Use of the Service.

You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by DevFacto Technologies in its sole discretion). See Section 6 for specific provisions outlining prohibited uses of the Service.

Administrative Users shall be responsible for all actions by Members on their team. You shall comply with any codes of conduct, policies, storage limitations, or other notices DevFacto Technologies provides you or publishes in connection with the Service from time to time, but if any of those policies materially change the TOS, we will provide you with reasonable notice as provided in Section 1.4 above. You shall promptly notify Sparrow if you learn of a security breach related to the Service.

Any software that may be made available by or on behalf of Sparrow in connection with the Service, including Sparrow’s mobile and desktop applications, (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Sparrow only grants you a personal, non-sublicensable and non-exclusive license to use the object code of any Software solely in connection with the Service. Any rights not expressly granted herein are reserved.

Sparrow reserves the right to use your name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential Sparrow customers. For example, we might list your company on one of our webpages under lists of Sparrow customers. We don’t want to list customers who don’t want to be listed, so you may send an email to sparrow@devfacto.com stating that you do not wish to be used as a reference.

Sparrow may make available, in its sole discretion, the Sparrow Application Programming Interface and related documentation, data, code, and other materials provided with the API (collectively “API”) through our developer site. You undertake use of the API at your own risk, and such use of this API is governed by this TOS and the Sparrow API Terms of Service (“API TOS”).. You hereby agree to be bound by those terms, and acknowledge that violation of Sparrow’s TOS or Sparrow’s API TOS is grounds for termination of Your Account.

Your Data Rights and Related Responsibilities.

“Your Data” means any data and content you upload, post, transmit or otherwise made available via the Services (which may include data you elect to import from Non-Sparrow Products you use). “Your Data” includes messages you send, files you upload, comments you make on files, profile information and anything else you enter or upload into the Service. Sparrow will make commercially reasonable efforts to ensure that all facilities used to store and process Your Data meet a high standard for security.

In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Data. For example, we need to be able to transmit, store and copy Your Data in order to display it to you and your teammates, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this TOS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Amazon Web Services) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided.
If any users send us any feedback or suggestions regarding the Service, you grant Sparrow an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.

You are solely responsible for your conduct (including by and between all users), the content of Your Data, and all communications with others while using the Services. We may choose to review Public Content (as defined below) for compliance with our policies and guidelines, but you acknowledge that Sparrow has no obligation to monitor any information on the Services. However, Sparrow may remove or disable any Public Content at any time for any reason or for no reason at all. For example, if you upload files that do not belong to you and use the “Create Public Link” feature to make these files available publicly, we can delete those files. We are not responsible for the accuracy, appropriateness, or legality of Your Data or any other information you and your users may be able to access using the Services. The Services provide features that allow you and your users to share Your Data and other materials with others or to make it public. Please consider carefully what you allow to be shared or made public.

Payment.

To the extent you use a Service plan that is made available for a fee, you will be required to select a payment plan and provide accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay Sparrow in accordance with the terms set forth on the Site and this TOS, and you authorize Sparrow or its third-party payment processors to bill your payment instrument in advance on a periodic basis in accordance with such terms.

If you dispute any charges you must let Sparrow know within sixty (60) days after the date that Sparrow invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we increase our prices for your Service plan, we will provide notice of the change on the Site and in email to you at least 30 days before the change is to take effect. Your continued use of the Service after the price change goes into effect constitutes your agreement to pay the changed amount.

You also agree not to:

  • upload, post, transmit, or otherwise make available any of Your Data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable;
  • use the Service to harm minors in any way;
  • impersonate any person or entity, including, but not limited to, a Sparrow employee, Administrator, Owner, or other Member, or
  • falsely state or otherwise misrepresent your affiliation with a person or entity;
  • manipulate identifiers in order to disguise the origin of any of Your Data;
  • upload, post, transmit, or otherwise make available any of Your Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
  • upload, post, transmit or otherwise make available any of Your Data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  • sublicense, resell, rent, lease, transfer or assign (except as permitted in Section 16) the Service or its use, or offer the Service on a time share basis to any third party;
  • use the Service to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
  • disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users’ ability to engage in real time exchanges using the Service;
  • interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures,
  • policies or regulations of networks connected to the Service, including using any device or software;
  • modify, adapt, or hack the Service, including by using any non-public Sparrow APIs, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks;
  • use the Service to “stalk” or otherwise harass another; and/or
  • collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.