Effective date: June 15, 2022
Aflac is working with Sproutel, Inc. to provide request and distribution services for My Special Aflac Duck® to families and organizations.
My Special Aflac Duck® is a registered trademark of American Family Life Assurance Company of Columbus.
CUSTOMER’S RIGHT TO USE THE SERVICES IS EXPRESSLY CONDITIONED ON ACCEPTANCE OF THESE TERMS. BY USING THE SERVICES, YOU ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ACCESSING THE SERVICES ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON ITS BEHALF. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
- “Customer Data” means all Customer registration information and other transaction data collected, processed, and retained by Sproutel in connection with providing the Services.
- “Services” means the services to distribute My Special Aflac Duck provided to Customer under this Agreement.
- “Systems” means modems, servers, software, network and communications equipment and ancillary services that are owned, controlled or procured by Customer.
Subject to all terms and conditions of this Agreement, Sproutel will use commercially reasonable efforts to provide the Services. Sproutel may provide the Services to Customer directly, or indirectly using contractors or other third party vendors or service providers.
2.2 Changes to Terms.
We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Sproutel website, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
Sproutel will not be responsible or liable for any failure in the Services resulting from or attributable to (a) Customer’s Systems, (b) network, telecommunications or other service or equipment failures outside of Sproutel’s facilities, (c) Customer’s or third party’s products, services, negligence, acts or omissions, (d) any force majeure or cause beyond Sproutel’s reasonable control, (e) scheduled maintenance or (f) unauthorized access, breach of firewalls or other hacking by third parties.
Customer shall obtain and operate all Systems needed to connect to, access or otherwise use the Services, and provide all corresponding backup, recovery and maintenance services. Customer shall ensure that all Systems are compatible with the Services. Customer shall maintain the integrity and security of its Systems (physical, electronic and otherwise).
3. Proprietary Rights
Except for Customer Content, Aflac (and its licensors) own all right, title and interest in and to the Services and all modifications, enhancements and Updates to the Services (including all intellectual property and proprietary rights embodied therein). Aflac reserves all rights not expressly granted hereunder. Customer shall not take any action inconsistent with such rights. Customer shall not alter, obscure or remove any printed or on-screen trademark, patent legend or other proprietary or legal notice.
3.2 Customer Data.
Customer agrees to indemnify and hold Sproutel harmless from all claims, damages, liabilities, losses, costs and expenses (including attorneys’ fees) (a) arising out of any use or disclosure of Customer Data or Customer Content in connection with the provision of Services, (b) to comply with any legal, regulatory or similar requirement or investigation, and (c) arising out of, relating to, or resulting from any third-party claim against Sproutel from Customer’s failure to comply with any of its obligations under applicable Data Protection Laws, as defined in the Data Processing Addendum, if applicable.
EXCEPT AS SPECIFICALLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. SPROUTEL DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. TO THE FULLEST EXTENT PERMITTED BY LAW, SPROUTEL HEREBY DISCLAIMS (FOR ITSELF AND ITS SUPPLIERS) ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.
5. Limitation of Liability
EXCEPT FOR DEATH, BODILY INJURY OR FRAUD, OR TO THE EXTENT THAT ANY EXCLUSION OR LIMITATION OF ITS LIABILITY IS VOID, PROHIBITED OR UNENFORCEABLE BY APPLICABLE LAW, IN NO EVENT SHALL SPROUTEL BE LIABLE CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL (INCLUDING ANY ERROR OR DAMAGE ATTRIBUTABLE TO ANY NETWORK OR SYSTEM), (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGY, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DIRECT DAMAGES IN EXCESS OF $100.00 IN THE AGGREGATE, EVEN IF SPROUTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. THE TERMS OF THIS SECTION SHALL APPLY TO ANY DATA PROCESSING ADDENDUM EXECUTED BY THE PARTIES.
6. Term and Termination
This Agreement shall commence on the date that this Agreement is accepted. With respect to a Free Version user, this Agreement shall continue in effect until either party terminates this Agreement upon at least 5 business days’ written notice to the other party.
6.2 Effects of Termination.
Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the parties shall cease, except that Sproutel may, but shall not be obligated to, delete archived Customer Data and the provisions of Sections 3 (Proprietary Rights), 4 (Disclaimers), 5 (Limitation of Liability), 7 (Third Party Sites) and this Section 6.2 (Effects of Termination) shall survive.
7. Third Party Sites