Terms of Service

Last updated: April 2, 2026

These Terms of Service ("Terms") govern your use of the services provided by Sproat Systems ("we," "our," or "us"). By engaging our services, you agree to these Terms. Please read them carefully.

1. Service Description

Sproat Systems provides website design, website development, and AI-powered automation services to healthcare practices and small businesses. Our services include, but are not limited to:

The specific services included in your engagement are defined in the service tier you select (Essential, Growth, or Pro) at the time of purchase.

2. Payment Terms

Monthly Plans: Monthly subscription fees are billed in advance on the same date each month. Payment is due upon billing. Failure to pay within 7 days of the due date may result in service suspension.

Annual Plans: Annual plans are billed upfront for the full year. Annual plans receive two months free (10 months billed) and the setup fee is waived.

Setup Fee: A one-time setup fee of $497 is due at the start of service. This fee covers system build, configuration, testing, and onboarding. The setup fee is waived for annual plan prepayments.

Payment Methods: We accept major credit cards and ACH bank transfers. All payments are processed securely through our payment processor.

Price Changes: We reserve the right to modify pricing with 30 days' advance written notice. Existing subscribers will be given the option to lock in their current rate for one additional billing cycle before the new price takes effect.

3. Cancellation Policy

Monthly Plans: You may cancel your monthly subscription at any time with no cancellation fee. Your service will remain active until the end of your current paid period. No partial refunds are provided for unused days in the current billing cycle.

Annual Plans: Annual plans may be cancelled at any time. Refunds for unused months on annual plans are provided on a pro-rated basis, minus the value of the waived setup fee ($497).

How to Cancel: To cancel, email us at ben@sproatsystems.com or call (845) 712-9349 at least 5 business days before your next billing date.

4. Intellectual Property

Your Content: You retain ownership of all content, logos, images, and materials you provide to us for use in your website or services. By providing this content, you grant Sproat Systems a non-exclusive license to use it in connection with delivering your services.

Our Work Product: Upon full payment of all fees owed, you own the website design and content we create specifically for you. Theme code, underlying frameworks, and proprietary automation systems remain the intellectual property of Sproat Systems.

Portfolio Rights: We reserve the right to display your website in our portfolio, case studies, and marketing materials unless you explicitly request otherwise in writing.

5. Client Responsibilities

To enable us to deliver services effectively, you agree to:

6. Service Availability and Uptime

We strive to maintain high availability for all services. However, we do not guarantee 100% uptime. Scheduled maintenance, third-party service outages, or events beyond our control may result in temporary service interruptions. We will make reasonable efforts to notify you of planned maintenance.

7. Limitation of Liability

To the maximum extent permitted by applicable law, Sproat Systems shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of revenue, loss of profits, loss of data, or loss of business opportunities, even if we have been advised of the possibility of such damages.

Our total liability to you for any claim arising out of or relating to these Terms or our services shall not exceed the total fees paid by you to Sproat Systems in the three months preceding the claim.

8. Indemnification

You agree to indemnify, defend, and hold harmless Sproat Systems and its employees, contractors, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of your use of our services, your violation of these Terms, or your violation of any third-party rights.

9. Governing Law

These Terms shall be governed by the laws of the State of Maryland, without regard to conflict of law provisions. Any disputes arising under these Terms shall be subject to the exclusive jurisdiction of the courts located in Montgomery County, Maryland.

10. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by email or by posting a notice on our website. Your continued use of our services after changes take effect constitutes your acceptance of the revised Terms.

11. Termination

We reserve the right to suspend or terminate services at any time for non-payment, violation of these Terms, or conduct that we determine, in our sole discretion, to be harmful to other clients or to Sproat Systems. In cases of termination by us without cause, we will provide a pro-rated refund of prepaid fees.

12. Contact

Questions about these Terms? Contact us at:

Sproat Systems
17610 Zullo Dr, Poolesville, MD 20837
ben@sproatsystems.com
(845) 712-9349