Terms of Use

These Terms of Use (the "Terms" or the "Agreement") form a legally binding agreement between you ("you") and Sprouty Ltd, a company organized under the laws of the Republic of Cyprus, with its registered office at Alsous 2, Limassol, 4652, Cyprus ("Sprouty Cyprus"), together with its parent company Sprouty Inc., a company organized under the laws of Delaware, United States, with its registered office at South Governors Avenue, 1111B STE 39095 Dover, Delaware 19904, United States ("Sprouty US," and together with Sprouty Cyprus, "Sprouty," "Company," "we," "us," or "our"). For the purposes of these Terms, Sprouty Cyprus acts as the publisher and contracting entity for the provision of the mobile application and related services, while Sprouty Inc. serves as the parent company. These Terms govern your access to and use of:

• our website at https://sprouty.app and any subdomains (the "Website");
• our mobile applications branded "Sprouty Baby Milestone Tracker" at: https://apps.apple.com/cy/app/sprouty-baby-milestone-tracker/id1662980687 and https://play.google.com/store/apps/details?id=happy.mom.android (the "App"); and
• all related content, features, and services that we provide (together with the Website and App, the "Services").

If you do not agree to these Terms, do not access or use the Services. 1. IMPORTANT HEALTH / MEDICAL DISCLAIMER THE SERVICES DO NOT PROVIDE MEDICAL OR OTHER PROFESSIONAL HEALTHCARE SERVICES OR ADVICE. The Services and all content provided through them are for informational and educational purposes only. They are not intended to and do not provide medical advice, diagnosis, treatment, or care, and are not a substitute for professional medical advice or judgment by a licensed healthcare professional. The Services are not a medical device and are not intended for use in the diagnosis, cure, mitigation, treatment, or prevention of disease or other medical conditions. You acknowledge and agree that:

1. No doctor–patient or other healthcare professional–patient relationship is created between you (or your child) and Sprouty by your use of the Services;
2. You must never rely on information obtained through the Services as a substitute for professional medical advice, diagnosis, or treatment;
3. You will always seek the advice of a physician, pediatrician, or other qualified healthcare professional with any questions you may have regarding your child's health, development, or medical condition.

IF YOU THINK YOUR CHILD OR ANY OTHER PERSON MAY BE HAVING A MEDICAL EMERGENCY, CALL YOUR LOCAL EMERGENCY NUMBER OR SEEK EMERGENCY MEDICAL CARE IMMEDIATELY. 2. Eligibility and Intended Users The Services are intended for use by adults (parents, guardians, or caregivers) to help track and understand their child's development. They are not intended for use by children. Age requirements To create an account or use the Services you must be at least 18 years old (or the age of legal majority in your country of residence). We do not knowingly allow children under 18 to create an account. If we learn that a child under that age has created an account, we may delete it. Territorial reach The Services may not be available or appropriate in all jurisdictions. You are responsible for ensuring that your use of the Services complies with the laws of the country where you live or from which you access the Services. 3. Acceptance of Terms and Changes By creating an account, installing the App, or otherwise accessing or using the Services, you:

• acknowledge that you have read, understood, and agree to be bound by these Terms; and
• acknowledge that you have read, understood, and agree to be bound by our Privacy Policy, available at https://sprouty.app/privacy-policy, which describes how we collect, use, and share personal data.

If you do not agree, you must not use the Services. We may amend these Terms from time to time to reflect updates to the Services, changes in applicable law or regulatory guidance, or modifications to our business or operational requirements. When we make material changes, we will notify you by reasonable means (for example, in-app notice, email, or a prompt asking you to accept updated Terms). Your continued use of the Services after the updated Terms become effective constitutes your acceptance of them. If you do not agree, you must stop using the Services and uninstall the App. 4. Your Account To access certain features, you must create an account and provide accurate, current, and complete information (including your email address). You agree to keep your information accurate and up to date. You are responsible for:

• maintaining the confidentiality of your login credentials;
• all activities that occur under your account; and
• promptly notifying us at care@sprouty.app if you believe your account has been compromised.

We are not liable for any loss or damage arising from your failure to protect your account. We may limit the number of accounts per person or household and may close accounts that violate these Terms or applicable law. You may close your account at any time. Your account is personal to you and may not be transferred, assigned, or made available to any other person or entity without our prior consent. 5. Features We may add, change, or remove features, content, or functionality at any time. Your use of the Services does not entitle you to any specific content or future features. 6. Data Protection and Privacy Our Privacy Policy (at https://sprouty.app/privacy-policy) explains how we collect, use, share, and protect your personal data and data about your child. By using the Services, you acknowledge that your personal data will be processed in accordance with the Privacy Policy and applicable data protection laws. If you choose to input information about your child's health or development, this may be considered special categories of personal data under EU/UK data protection law. We process such data only as described in our Privacy Policy and as necessary to provide the Services you request. Unless explicitly stated in a separate signed agreement, Sprouty is NOT a "covered entity" or "business associate" as those terms are used in the US Health Insurance Portability and Accountability Act of 1996 (HIPAA). The Services are not intended for use by healthcare providers to create or manage medical records subject to HIPAA. 7. Subscriptions, Trials, and Fees We may offer:

• a free tier with limited features; and
• paid subscriptions with additional features or content.

Details of current plans, features, and prices are provided in the App or on the Website and may change from time to time. If you purchase a subscription through an app store or other third-party platform (e.g., Apple App Store, Google Play):

• the purchase is governed by that third party's terms, including terms on billing, renewal, and refunds; and
• you must contact that third party directly regarding billing or refund requests.

If you purchase directly from us:

• you authorize us and our payment processors to charge your chosen payment method for all applicable fees and taxes;
• unless otherwise stated, your subscription will automatically renew at the end of each billing period at the then-current price; and
• you can cancel your subscription at any time before the end of the current billing period.

We may offer trial periods. Unless otherwise expressly stated:

• trials convert automatically into a paid subscription at the end of the trial; and
• we will charge your payment method at the then-current subscription price unless you cancel before the trial ends.

Cancellation and refunds Direct from Sprouty: You may cancel a recurring subscription purchased directly from us via your account settings or by contacting care@sprouty.app. Your subscription remains active until the end of the current billing period and fees already paid are non-refundable, except where required by applicable law or expressly stated otherwise. Through app stores: Cancellations and refunds are governed by the app store's terms; we cannot cancel or refund such purchases on your behalf. Withdrawal period (EU/EEA or the UK) If you are a consumer in the EU/EEA or the UK, by completing your purchase or registration, you expressly request and consent to the immediate provision of the Service and to us starting performance of the contract before the end of the withdrawal period. You acknowledge and agree that, once you receive immediate access to the Service, you will lose your statutory right of withdrawal (cancellation right) under applicable consumer protection laws for this contract. Price and tax changes We may change subscription prices and will provide notice where required by law. Taxes are calculated based on information you provide and applicable law at the time of charge; they may change if tax rules or your location changes. 8. License Grant and Restrictions Subject to your compliance with these Terms, we grant you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable license to:

• access and use the Website; and
• download, install, and use the App on devices you own or control,

solely for your personal, non-commercial use. You must not:

• copy, modify, or create derivative works of the Services or any part thereof;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, except to the extent permitted by mandatory law;
• sell, rent, lease, sublicense, distribute, or otherwise transfer the Services;
• remove or alter any copyright, trademark, or other proprietary notices;
• circumvent or attempt to circumvent any technical protection measures; or
• use the Services for any purpose that is unlawful or prohibited by these Terms.

All rights not expressly granted are reserved by Sprouty and its licensors. 9. User Content "User Content" means any information, data, text, images, notes, or other material that you submit, upload, or otherwise make available via the Services, including information about your child. You are solely responsible for your User Content and for ensuring that you have all necessary rights to submit it and that it does not violate applicable law or any third-party rights (including privacy and intellectual property rights). As between you and us, you retain ownership of your User Content. By submitting User Content, you grant Sprouty a worldwide, royalty-free, non-exclusive, sublicensable license to:

• host, store, reproduce, modify, and display your User Content as necessary to operate, provide, maintain, protect, and improve the Services; and
• use anonymized, aggregated forms of your User Content for analytics, product improvement, and research, in accordance with our Privacy Policy.

We will not sell your identifiable User Content to third parties without your consent and will process personal data in accordance with our Privacy Policy and applicable law. If the Services include forums, comments, or other public or community features, User Content you share there may be visible to other users. Do not share information you do not wish to make public. We are not obligated to monitor User Content, but we may remove or disable User Content that we believe violates these Terms or applicable law or where required by a court or authority. 10. Acceptable Use You agree not to use the Services to:

• engage in any unlawful or fraudulent activity;
• post or transmit content that is illegal, infringing, defamatory, obscene, hateful, discriminatory, or otherwise objectionable;
• harass, threaten, or harm any person;
• introduce viruses, malware, or other harmful code;
• interfere with or disrupt the operation or security of the Services;
• collect or harvest information about other users without their consent;
• use automated means (bots, scrapers, etc.) to access the Services in a manner that places an unreasonable burden on our infrastructure; or
• build or support a competing product or service using any part of the Services.

We may suspend or terminate your access if you violate this Section (see Section 18). 11. Third-Party Services and Links The Services may link to or integrate with third-party websites, applications, or services ("Third-Party Services"). We do not control and are not responsible for Third-Party Services, including their content, privacy practices, or terms. Use of Third-Party Services is at your own risk and subject to their terms and policies. Links or integrations do not imply our endorsement. You must not link to the Website or App in any way that is illegal, misleading, suggests an endorsement that does not exist, or damages our reputation. 12. Intellectual Property Sprouty content All content and materials supplied by us through the Services, including text, graphics, logos, icons, images, videos, software, and the overall "look and feel" ("Sprouty Content") are owned by or licensed to Sprouty and protected by copyright, trademark, and other laws. Trademarks "Sprouty" and any related logos, product names, and design marks are trademarks or service marks of Sprouty or its licensors. You may not use them without our prior written consent. No implied rights. Except as expressly granted, nothing in these Terms confers any rights or licenses to you in or to Sprouty Content or any intellectual property owned or licensed by Sprouty. Feedback If you submit suggestions, ideas, or other feedback regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, and exploit that Feedback in any manner for any purpose, without compensation to you. Feedback is not confidential. 13. Disclaimers Non-medical disclaimer For emphasis and without limiting Section 1:

• The Services are informational tools only and may reflect generalized developmental norms or guidance that do not apply to every child.
• We do not guarantee that any milestones, predictions, or suggestions provided by the Services are accurate, complete, or appropriate for your specific situation.
• You are solely responsible for how you use information obtained via the Services.

General disclaimers To the maximum extent permitted by applicable law, the Services and all Sprouty Content are provided "AS IS" and "AS AVAILABLE," without warranties of any kind, whether express, implied, or statutory, including but not limited to:

• implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
• warranties that the Services will be uninterrupted, secure, or error-free; or
• warranties regarding the accuracy, timeliness, or reliability of any information or content.

14. Use of Mobile Devices and Data Charges You are responsible for any mobile data or other charges that your network operator may apply when you use the Services on a mobile device. Check your plan and charges with your provider. 15. Limitation of Liability To the maximum extent permitted by applicable law, Sprouty and its officers, directors, employees, agents, affiliates, and licensors will not be liable to you for:

• any indirect, incidental, special, consequential, or punitive damages;
• loss of profits, revenue, business, or goodwill;
• loss or corruption of data; or
• any damages related to your access to, use of, or inability to use the Services,

even if we have been advised of the possibility of such damages and even if any remedy fails of its essential purpose. Cap on liability To the maximum extent permitted by applicable law, Sprouty's total aggregate liability arising from or relating to these Terms or your use of the Services will be limited to the greater of:

• the total amounts you have paid to us (if any) for access to the Services during the six (6) months immediately preceding the event giving rise to the claim; or
• USD 100 (or the equivalent in your local currency).

Where applicable law does not allow the exclusion or limitation of certain damages, the exclusions and limitations in this Section will apply only to the fullest extent permitted by law. 16. Indemnification To the extent permitted by law, you agree to indemnify and hold harmless Sprouty and its officers, directors, employees, agents, and affiliates from and against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or related to:

• your violation of these Terms;
• your misuse of the Services; or
• your infringement or violation of any third-party rights.

17. Term and Termination You may stop using the Services at any time. You may request closure of your account and, where applicable, deletion of your data by following the instructions in the App/Website or contacting care@sprouty.app. Our right to suspend / terminate. We may suspend or terminate your access to all or part of the Services (including closing your account) if:

• you materially or repeatedly breach these Terms;
• we are required to do so by law, regulation, or a competent authority; or
• we cease to provide the Services or a substantial part of them.

Where reasonable, we will give you advance notice. In serious cases (e.g., fraud, abuse, or illegal activity), we may suspend or terminate without prior notice. Effect of termination. Upon termination for any reason:

• your right to use the Services immediately ends;
• we may delete or anonymize your User Content in accordance with our Privacy Policy and applicable law; and
• any provisions that by their nature should survive (including Sections 1, 5–9, 12–17, 18–20) will continue to apply.

18. Governing Law These Terms, and any dispute, claim, or controversy arising out of or relating to these Terms or the Services, whether sounding in contract, tort, statute, or otherwise (each, a "Dispute"), shall be governed by and construed in accordance with the internal laws of the State of Delaware, United States, without giving effect to any choice- or conflict-of-laws provision or rule that would cause the application of the laws of any other jurisdiction. 19. Dispute Resolution To the fullest extent permitted by applicable law, any Dispute shall be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in force (the "Rules"), as modified by these Terms. The seat and place of arbitration shall be Wilmington, Delaware, and the language of the arbitration shall be English. Judgment on the arbitral award may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking provisional or injunctive relief in a court of competent jurisdiction to protect its rights pending completion of the arbitration. To the maximum extent permitted by applicable law, you agree that any cause of action or claim that you may have arising out of or relating to these Terms or the Services must be commenced within one (1) year after the date on which such cause of action or claim accrued. If not commenced within that period, such cause of action or claim is permanently barred. Binding arbitration and class action waiver To the maximum extent permitted by law:

• you waive any right to a jury trial; and
• you agree that either party may bring claims only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

Any Dispute must be brought within one (1) year after it arises, or it is permanently barred. YOU AND SPROUTY EACH IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY COURT IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES. YOU AND SPROUTY EACH AGREE THAT ANY CLAIMS OR DISPUTES BETWEEN US MAY BE BROUGHT ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION OR PROCEEDING. ARBITRATOR'S AUTHORITY IS LIMITED TO INDIVIDUAL CLAIMS: THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY'S INDIVIDUAL CLAIM. 20. Copyright Infringement Notice If you believe that content available through the Services infringes your copyright, please notify us at care@sprouty.app with at least the following:

1. identification of the copyrighted work claimed to have been infringed;
2. identification of the allegedly infringing material and its location in the Services;
3. your contact details (name, address, phone number, and email);
4. a statement that you have a good-faith belief that use of the material is not authorized by the copyright owner, its agent, or the law;
5. a statement that the information in the notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on its behalf; and
6. your physical or electronic signature.

We may terminate accounts of repeat infringers where appropriate. 21. General Provisions Entire agreement These Terms and our Privacy Policy constitute the entire agreement between you and Sprouty regarding the Services and supersede any prior agreements regarding the Services. Severability If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be replaced by a valid provision that most closely reflects the parties' original intent. Language If these Terms are translated into another language, the English version will prevail to the extent of any conflict, unless local law requires otherwise. 22. Contact If you have questions about the Services or these Terms, or if you wish to exercise any of your rights, please contact us at: Sprouty Inc.
South Governors Avenue, 1111B STE 39095
Dover, Delaware 19904, United States
Email: care@sprouty.app