Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") govern your access to and use of the Sproutmation website (sproutmation.com), customer portals, CRM tools, fleet management platform, autonomous cleaning robot products, software, and related support and services (collectively, the "Services"). The Services are provided by Sproutmation LLC ("Sproutmation," "we," "us," or "our"), a Minnesota limited liability company founded in 2020.

By accessing or using our Services, you agree to be bound by these Terms and by any additional policies, guidelines, or agreements that apply to specific products, transactions, or services. If you are using the Services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, do not use the Services.

2. Description of Services

Sproutmation provides autonomous cleaning robots, fleet management software, and related products and services designed for healthcare facilities, educational institutions, senior living communities, commercial buildings, and other professional environments. Our Services include but are not limited to:

• Sale and leasing of autonomous cleaning robots and related equipment.
• Robot-as-a-Service (RaaS) subscription programs for cleaning automation.
• Fleet management software for monitoring, scheduling, and optimizing robot operations.
• Consumables, spare parts, and accessories for our cleaning equipment.
• Installation, training, maintenance, and technical support services.
• Customer portals, CRM tools, and account management capabilities.
• Facility assessments and consultation services.

3. Use of the Website and Services

You may use the website and Services only for lawful business purposes and in accordance with these Terms. You agree not to:

• Interfere with the security, integrity, or availability of the website, fleet management platform, or any other Services.
• Access or use the CRM, fleet management tools, customer resources, or administrative functions without proper authorization.
• Upload malicious code, misuse credentials, scrape protected information, or attempt to reverse engineer any software except as permitted by applicable law.
• Use the Services in a way that violates applicable laws, regulations, industry standards, or contractual obligations.
• Misrepresent your identity, authority, or affiliation when using the Services or interacting with Sproutmation personnel.
• Use automated tools to access the website in a manner that places unreasonable load on our infrastructure.

4. Account Registration and Access

Certain features of the Services require an account. When registering, you must provide accurate and current information, maintain the security of your credentials, and promptly update your details if they change. You are responsible for all activity that occurs under your account.

Sproutmation may assign or approve user roles — including customer administrators, operators, sales personnel, technicians, and service managers — based on business need and verification. Access to pricing, CRM data, order history, verification workflows, fleet management tools, and other restricted features may be subject to company review, business verification, and role-based permissions.

You must notify Sproutmation immediately if you become aware of any unauthorized use of your account or any security breach. Sproutmation reserves the right to suspend or terminate accounts that violate these Terms or pose a security risk.

5. Purchases, Payments, and Subscriptions

Purchases made through Sproutmation may include robots, workstations, accessories, consumables, spare parts, software licenses, maintenance and support plans, RaaS subscriptions, and related professional services. All orders are subject to acceptance, product availability, pricing confirmation, and any written quote, invoice, or sales agreement issued by Sproutmation.

You agree to provide valid billing information and to pay all applicable charges, taxes, shipping fees, and service fees. Unless otherwise stated in a written agreement, payment obligations are non-cancelable and fees paid are non-refundable once work has been performed or goods have been shipped.

For RaaS subscriptions and recurring service plans, billing terms, renewal conditions, and cancellation procedures will be set forth in the applicable subscription agreement or order form. Sproutmation reserves the right to modify pricing with reasonable notice.

6. Healthcare and Regulated Environments

Sproutmation provides cleaning automation solutions to healthcare facilities, senior living communities, and other regulated environments. When operating in these settings:

• Our autonomous cleaning robots are facility operations equipment. They do not collect, store, process, or transmit Protected Health Information (PHI) as defined under HIPAA.
• Facility managers and administrators are responsible for ensuring that the deployment and use of Sproutmation equipment within their facilities complies with their own regulatory and institutional requirements.
• Where required by a customer's compliance program, Sproutmation will work in good faith to execute appropriate Business Associate Agreements (BAAs) or other compliance documentation that accurately reflects the scope of data our Services handle.
• Sproutmation maintains security practices appropriate for business operations data as described in our Privacy Policy, but does not represent that its Services meet the specific technical requirements of HIPAA, HITECH, or other healthcare-specific regulations unless expressly stated in a separate written agreement.

7. Intellectual Property

The website, software, fleet management platform, content, branding, documentation, designs, graphics, text, and underlying technology made available by Sproutmation are owned by or licensed to Sproutmation LLC and are protected by intellectual property and other applicable laws.

Subject to these Terms, Sproutmation grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Services for your internal business purposes. No ownership rights are transferred to you except as expressly stated in a separate written agreement. You may not reproduce, distribute, modify, create derivative works from, or publicly display any Sproutmation content or materials without prior written consent.

8. Product Warranties and Disclaimers

Warranties for Sproutmation products, including autonomous cleaning robots and related equipment, are governed by the applicable product warranty documentation provided at the time of purchase or available on our Warranty page.

EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN WARRANTY OR SEPARATE AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. SPROUTMATION DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPROUTMATION AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND PARTNERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE, SOFTWARE, PRODUCTS, OR SERVICES, REGARDLESS OF THE THEORY OF LIABILITY.

SPROUTMATION'S AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO SPROUTMATION FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE MONTHS PRECEDING THE EVENT, OR (B) ONE HUNDRED DOLLARS ($100), EXCEPT WHERE A DIFFERENT LIMITATION IS REQUIRED BY LAW OR SET OUT IN A SIGNED AGREEMENT.

10. Indemnification

You agree to indemnify, defend, and hold harmless Sproutmation and its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or regulation; or (c) any third-party claim arising from your use of Sproutmation products or services in a manner not authorized or contemplated by these Terms or applicable product documentation.

11. Termination

Sproutmation may suspend or terminate your access to the website or Services at any time if you violate these Terms, create security or legal risk, fail to pay amounts owed, or use the Services in a manner that could harm Sproutmation, its customers, or third parties. We will make reasonable efforts to provide notice before termination except where immediate action is necessary to protect the security or integrity of the Services.

You may stop using the Services at any time. Termination does not relieve you of obligations accrued before termination, including payment obligations, confidentiality duties, indemnification obligations, or other provisions that by their nature should survive.

12. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Minnesota, United States, without regard to conflict of laws principles. Any dispute arising out of or relating to these Terms or the Services that cannot be resolved through good-faith negotiation will be brought in the state or federal courts located in the State of Minnesota, and you consent to the personal jurisdiction of those courts.

Before initiating formal legal proceedings, you agree to first contact Sproutmation at info@sproutmation.com to attempt to resolve the dispute informally. Both parties agree to negotiate in good faith for at least thirty (30) days before pursuing legal remedies.

13. Modifications to Terms

Sproutmation may update these Terms from time to time to reflect operational, legal, or product changes. When we make material changes, we will post the updated Terms on this page and update the "Effective Date" above. We may also notify registered users of material changes via email or through the Services.

Your continued use of the website or Services after changes are posted constitutes acceptance of the revised Terms. If you do not agree to the updated Terms, you must stop using the Services.

14. Miscellaneous

• Entire Agreement: These Terms, together with our Privacy Policy and any applicable order forms, quotes, or written agreements, constitute the entire agreement between you and Sproutmation regarding the Services.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
• Assignment: You may not assign or transfer your rights or obligations under these Terms without Sproutmation's prior written consent. Sproutmation may assign these Terms in connection with a merger, acquisition, or sale of assets.

15. Contact Us

If you have questions about these Terms or would like to contact Sproutmation regarding a legal, commercial, or account matter, please contact us:

Sproutmation LLC
Email: info@sproutmation.com
Website: sproutmation.com

Sproutmation LLC is a Minnesota limited liability company, founded in 2020, headquartered in Minnesota, United States.