St. Louis Sprout & About Terms of Service Agreement

Effective Date: November 17, 2009

I. INTRODUCTION

Welcome to St. Louis Sprout & About, a resource website owned and operated by St. Louis Sprout LLC. The services offered by St. Louis Sprout & About (“stlsprout.com” “we,” or “us”) include this website, including the main domain and any sub-domains, and the features, functionality, applications, content, products and services made available by St. Louis Sprout & About on or through the website (collectively, the “Services”).

Your Consent to this Terms of Service Agreement. Please read this Terms of Service Agreement (this “Agreement”) carefully. This Agreement sets forth legally binding terms and conditions for your access to stlsprout.com and use of its Services. By accessing stlsprout.com or using its Services, you accept and agree to be bound by this Agreement. In addition, to become a registered member, you may be required to confirm that you have read and accepted this Agreement. If you do not accept this Agreement, you should leave stlsprout.com immediately and discontinue all use of the Services.

Privacy Policy; Additional Terms. This Agreement includes the terms and conditions set forth in this document as well as our Privacy Policy, and incorporated into this Agreement by this reference. Certain Services may be subject to additional terms and conditions posted by us on stlsprout.com or otherwise made available by us to you. Your access to and use of these Services is conditioned upon your acceptance of the additional terms and conditions, which are hereby incorporated by reference into this Agreement.

Changes to this Agreement. We reserve the right to modify this Agreement from time to time, and any such modifications shall be effective when posted by us on stlsprout.com or otherwise made available to you. Your access to stlsprout.com or use of the Services after we have modified this Agreement shall signify your acceptance of the amended terms. It remains your responsibility to review this Agreement regularly to ensure that you are updated as to any changes.

Contacting Us. If you have questions about this Agreement, or any other questions or comments concerning stlsprout.com or the Services, please contact us at info@stlsprout.com.

II. ELIGIBILITY AND REGISTRATION

Eligibility. Access to stlsprout.com and use of the Services is limited to your personal, non-commercial use, and is void where prohibited. By accessing stlsprout.com or using the Services, you represent and warrant that: (a) you have read and understand, and agree to comply with and be bound by, this Agreement; (b) all registration information that you submit is, and will be updated to remain, truthful and accurate; and (c) your access to stlsprout.com use of the Services does not and shall not violate any applicable laws of any jurisdiction.

Registration; Account and Password. If you meet the eligibility requirements, you may register to become a “member” of stlsprout.com. Members have access to certain features and functionality of the Services that are restricted or limited for non-registered “visitors”. (For ease of reference, members and visitors may be referred to collectively in this Agreement as “users”.) When you register to become a member, you must choose a username and password for your account, and may be asked to set account preferences and provide certain additional information. Your account may be used by you only, and may not be shared with any other individuals. You are solely responsible for selecting, changing, and maintaining the security of your password and account information, and for all activity that occurs under your account. You agree to notify us immediately if you suspect any unauthorized use of your account or access to your password.

III. CONTENT GUIDELINES

Content Posted by Users. Certain areas of stlsprout.com permit users to submit or “post” content for access and viewing on stlsprout.com or through the Services, including personal profiles, photos, comments, event and activity information, opinions, reviews, and other information and materials (referred to collectively as “content”). All content submitted by you must be your original work of authorship, appropriate for viewing by a general audience, consistent with the general quality standards of stlsprout.com, and otherwise in compliance with this Agreement. We reserve the right, but shall not have the obligation, to remove content that violates this Agreement. Notwithstanding the foregoing, you are solely responsible for all content that you submit.

Prohibited Content. The following is a partial list of content that is prohibited from being posted by users on stlsprout.com. You may not post any content that:

• is illegal, unlawful, violent, harmful, threatening, abusive, offensive harassing, defamatory, libelous, unsafe, invasive of another's privacy, or endangers minors in any way;
• promotes discrimination based on race, ethnicity, religion, gender, sexual orientation, age or marital status, or hatred or physical harm of any kind against any group or individual;
• is obscene, pornographic, contains nudity, contains a link to an adult website, or depicts actual sexual conduct;
• contains information or promotes activities that you know to be false, deceptive, misleading, inaccurate, deceitful or unsafe; or
• infringes, misappropriates, or violates the copyrights, trademarks, or other intellectual property or proprietary rights, rights of privacy or publicity, or other rights of any third party, or violates any contractual, fiduciary or other duty or obligation;
• involves the transmission of “junk mail,” “chain letters,” “pyramid schemes,” “spam,” or other unsolicited mass mailing or communications;
• promotes criminal or illegal activity, including advertising any illegal service or offering any items for sale which are prohibited or restricted by any applicable law

Stlsprout.com Not Responsible for Content. We have no control over and assume no responsibility for the content posted by users. It is possible that other users may post offensive or inappropriate content, and that you may view or be involuntarily exposed to such offensive or inappropriate content. We do not approve of such conduct. However, you acknowledge and agree that stlsprout.com and its owners, operators, affiliates, agents and suppliers, including St. Louis Sprout LLC Inc., are not responsible for the content or conduct of other users of the Services, and shall have no liability for any actions or inaction taken in connection therewith. Content is not necessarily reviewed by stlsprout.com prior to posting and does not necessarily reflect the opinions of stlsprout.com. Stlsprout.com and its owners, operators, affiliates, agents and suppliers, including St. Louis Sprout LLC, make no representations or warranties, express or implied, as to the content submitted by users, and shall have no obligation to modify or remove inaccurate or inappropriate content.

IV. PROHIBITED ACTIVITIES; USER DISPUTES; TERMINATION OF ACCOUNT

Prohibited Activities. The following is a partial list of activities that are prohibited on stlsprout.com. You may not:

• use the Services for advertising, promotional, or other commercial purposes, except in those forums (if any) where such activities are expressly contemplated;
• solicit personal information from anyone under 18;
• attempt to impersonate another user;
• contact anyone who has asked not be contacted;
• “stalk” or otherwise harass anyone;
• collect personal data about other users for commercial, unlawful or any other purposes;
• engage in any automated use of the Services, such as using scripts to add users or post content;
• use automated means, including spiders, robots, crawlers, or data mining tools to download data from the Services; or
• attempt to gain unauthorized access to stlsprout.com's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Services.

User Disputes. We encourage you to report any abuse of the Services or violation of this Agreement by other users. Notwithstanding the foregoing, you are solely responsible for your interactions with other users on stlsprout.com. We reserve the right, but shall have no obligation, to monitor communications on stlsprout.com and any disputes between you and other users. However, we assume no obligation to monitor user activities or content, to take action against any inappropriate content or activity, or to intervene in or resolve any user disputes.

Termination. We reserve the right to terminate your use of the Services or membership account at any time and for any reason, with or without prior notice to you, including if you violate any provision of this Agreement, or use the Services in a manner for which it is not intended to be used. This Agreement, will survive and remain in effect even after such termination.

Indemnification. You agree to indemnify and hold stlsprout.com, its owners, operators, affiliates, agents and suppliers, including St. Louis Sprout LLC, harmless from and against any and all claims, demands, actions, suits, prosecutions, damages, liabilities, losses, fines, penalties, judgments, awards, settlements, costs and expenses (including reasonable attorneys’ fees and legal costs), arising out of or resulting from your use or misuse of the Services, the content you submit to stlsprout.com, your violation of this Agreement, or your violation of any applicable law or regulation or the rights of another person or entity.

V. PROPRIETARY RIGHTS

Our Rights in this Website. Stlsprout.com, its owners, operators, affiliates, and suppliers, including St. Louis Sprout LLC, reserve all right, title and interest in and to stlsprout.com and the Services, including but not limited to all materials, information, and compilations of information available on or through stlsprout.com, as well as the domain name and sub-domains, design, layout, graphics, programming code and “look and feel” of the website, the copyrights, trademarks, service marks, and trade dress related thereto, all goodwill arising therefrom, and all other intellectual property and other proprietary rights embodied therein and appurtenant thereto. You agree that you will have no rights in or to any of the foregoing, express or implied, other than a limited, non-exclusive, non-transferable, revocable license to use the Services for your personal, non-commercial use in accordance with this Agreement. You may not modify, reproduce, distribute, sell, or create derivative works based upon stlsprout.com or the Services, or post any content from stlsprout.com to newsgroups, mail lists or electronic bulletin boards.

Rights in User Content. All ownership rights to content is retained by the submitting user. By submitting or posting content (including comments or feedback), you hereby grant us a non-exclusive, worldwide, perpetual and irrevocable, freely transferable and sublicensable, royalty-free and fully paid-up license to perform, display, transmit, reproduce, distribute, prepare derivative works of, and otherwise access and use such content as part of Services and in any other format or medium, including but not limited to on any successor Web sites, on any similar Web sites controlled or operated by us, our affiliates, successors or assigns, in any electronic or print collections or compilations based on stlsprout.com, and in marketing and advertising for each of the foregoing; provided, however, our use of any personal information submitted by you shall be consistent with our Privacy Policy.

VI. COPYRIGHT POLICY

You may not use the Services to post, modify, distribute, or reproduce any copyrighted works, or otherwise infringe, misappropriate, or violate the intellectual property rights of any third party. It is the policy of stlsprout.com to terminate the accounts of members who repeatedly infringe the copyright rights of others upon receipt of proper notification by the copyright owner or its legal agent. If you believe that your work has been posted or used on stlsprout.com in a way that constitutes copyright infringement, please provide our Copyright Agent with written notice containing the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing, and the location of that material; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the information in the notification is accurate, and that you are authorized to act on behalf of the owner of the copyright interest that allegedly is infringed. stlsprout.com’s Copyright Agent for notice of claims of copyright infringement may be reached by mail at: Copyright Agent, St. Louis Sprout LLC, 1401 Prairie Rose Lane Wildwood, MO  63038; Attn: Copyright Agent; or by email at: info@stlsprout.com.

VII. DISCLAIMERS

Use of Your Personal Information and Content by Third Parties. Please consider carefully the types of personal information and other content that you post on stlsprout.com. Most areas of stlsprout.com may be viewed by both members and non-registered visitors. We have no control over how other users may respond to, use, or misuse the information that you include in your personal profile or the content that you post to stlsprout.com, or for any actions taken by other users online or offline. For instance, it is possible for other users to obtain personal information about you that you post or make available on stlsprout.com, and to use that information to send you unsolicited communications, harass or injure you. We do not approve of such conduct. However, you acknowledge and agree that stlsprout.com and its owners, operators, affiliates, agents and suppliers, including St. Louis Sprout LLC, are not responsible for any other user’s or third party’s use of personal information or other content that you post on stlsprout.com, or for the online or offline actions of any other user or third party, and shall have no liability for any actions or inaction taken in connection therewith.

Links to Third Party Websites. Stlsprout.com may contain links to other websites, including links posted by users or advertisers. We do not take any responsibility for monitoring these links, and inclusion of these links should not be construed as any sort of affiliation, sponsorship, endorsement, or approval by stlsprout.com. When you access a third-party website, you do so at your own risk. You should review the privacy policies of other websites carefully before providing any information to such websites. We shall not be responsible or liable for any information, opinions, goods or services available on or through any third party website, or any third party website’s privacy practices.

GENERAL DISCLAIMER. This website and all products, services, content, information and materials made available on or through this website is provided on an “as is” and
as available” basis, and all use of the website services is “at your own risk”.  Stlsprout.com and its owners, operators, affiliates agents and suppliers, including St. Louis Sprout LLC, make no representations or warranties of any kind, express or implied, regarding the website, or the products, services, content, information and materials made available on or through the website, and expressly disclaim any warranties of merchantability, fitness for a particular purpose, title, or non-infringement. We do not represent or warrant that your use of the website will be uninterrupted or error-free, or that any products, services, content, information or materials available on or through the website will be true, accurate, complete, current, free from viruses or other malicious code, or free from typographical errors or alterations by third parties.

VIII. Limitations on LIABILITY

IN NO EVENT SHALL STLSPROUT.COM OR ITS OWNERS, OPERATORS, AFFILIATES, AGENTS OR SUPPLIERS, INCLUDING ST. LOUIS SPROUT LLC, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR SIMILAR DAMAGES, INCLUDING WITHOUT LIMITATION LOST BUSINESS OR LOST PROFITS, ARISING OUT OF OR RELATED TO STLSPROUT.COM OR YOUR USE OF THE SERVICES, INCLUDING FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE PRODUCTS, SERVICES, content, information or materials AVAILABLE ON OR THROUGH THE WEBSITE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF STLSPROUT.COM AND ITS OWNERS, OPERATORS, AFFILIATES, AGENTS AND SUPPLIERS, INCLUDING ST. LOUIS SPROUT LLC, ARISING OUT OF OR RELATED TO STLSPROUT.COM OR YOUR USE OF THE SERVICES, INCLUDING FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON THE PRODUCTS, SERVICES, content, information or materials AVAILABLE ON OR THROUGH THE WEBSITE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SHALL NOT EXCEED THE TOTAL FEES (IF ANY) PAID BY YOU TO STLSPROUT.COM TO USE THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE FIRST SUCH CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM OR SUIT SHALL NOT EXPAND THIS LIMITATION.

Ix. General terms

Governing Law. Stlsprout.com is hosted in the United States of America. This Agreement and the relationship between you and us relating to your access to stlsprout.com and use of the Services shall be governed by and interpreted in accordance with the laws of the State of Missouri, USA for all purposes, without regard to any conflict of laws principles that would require the application of the laws of a different jurisdiction.

Jurisdiction and Venue. You agree to submit to the personal jurisdiction of the state courts of St. Louis County, Missouri and the U.S. District Court of the Eastern District of Missouri for any dispute, claim or action arising out of or related to this Agreement or your use of the Services, and hereby waive any objections to the exclusive personal jurisdiction and venue of such courts, including without limitation any objections based on forum non conveniens; provided, however, that the foregoing shall not prevent us from seeking temporary or permanent injunctive or other equitable relief against you in any court of competent jurisdiction.

Assignments. You may not assign this Agreement or assign or delegate any right or duty under this Agreement, in whole or in part. Any attempted assignment or delegation shall be null and void from the beginning and without further effect. We may assign this Agreement or any right or duty under this Agreement, with or without notice to you, including to any affiliate or successor in interest. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of you and us, and each of our respective representatives, heirs, administrators, successors and permitted assigns.

Entire Agreement. This Agreement sets forth the entire agreement of the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous negotiations and agreements, written or oral. No provision of this Agreement shall be waived by any act, omission or knowledge of a party. Any waiver on one occasion shall not constitute a waiver of any other or subsequent duty or breach. The Section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement. The term “including” as used herein means “including without limitation.” If any provision of this Agreement is determined to be invalid or unenforceable under applicable law, the provision shall be amended and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement shall continue in full force and effect.