SPARROW TERMS OF SERVICE

1. ELIGIBILITY AND AUTHORITY

1.1 Age. You must be at least 18 years old and capable of entering into a binding contract to create an account or use the Platform for commercial transactions. A person under 18 may use the Platform only through an account controlled by a parent or legal guardian, where permitted by law.

1.2 Authority. If you use the Platform for a business, organization, household, or another person, you represent that you have authority to bind that person or organization to these Terms.

1.3 Geographic availability. The Platform is initially offered in Calgary, Alberta and other locations that Sparrow may approve. Availability of particular services, features, or businesses may vary by location.

2. WHAT SPARROW DOES

2.1 Platform role. Sparrow provides technology that may help customers discover, communicate with, request services from, receive estimates from, schedule, manage, pay, and review independent local service businesses and professionals (“Service Providers”). Sparrow may also provide Service Providers with operational tools such as customer management, messaging, estimates, scheduling, job or appointment management, invoicing, payment records, reviews, reporting, and related tools.

2.2 Independent Service Providers. Unless Sparrow expressly states otherwise in writing, Service Providers are independent businesses or professionals. They are not employees, agents, partners, joint venturers, franchisees, subcontractors, or representatives of Sparrow. Sparrow does not itself perform the services listed by Service Providers.

2.3 No guarantee. Sparrow may review, approve, verify, suspend, or remove Service Providers, profiles, claims, documents, or listings. However, no review, badge, status, or verification is a guarantee of identity, qualifications, licensing, insurance, availability, quality, safety, legality, suitability, pricing, or results. Verification may be limited to information or documents available at a particular time and may later expire or become inaccurate.

2.4 No professional advice. Information on the Platform is for general informational and operational purposes. Sparrow does not provide legal, accounting, tax, medical, engineering, construction, financial, employment, or other regulated professional advice.

3. ACCOUNTS AND SECURITY

3.1 Accurate information. You must provide complete, current, and accurate information and keep it updated.

3.2 Account security. You are responsible for safeguarding your password, devices, authentication links, and account access. You must promptly notify Sparrow at support@sparrowlocal.com if you suspect unauthorized access or a security incident.

3.3 One account per person. You may not create accounts using false identities, impersonate others, or create duplicate accounts to bypass restrictions.

3.4 Organization accounts. Business owners are responsible for users invited into their organization and for assigning appropriate roles and permissions. Each user must use their own credentials. Shared credentials are prohibited.

3.5 Suspension. Sparrow may restrict, suspend, or terminate accounts to protect users, investigate suspected misconduct, comply with law, address non-payment, reduce security risk, enforce these Terms, or maintain Platform integrity.

4. CUSTOMER RESPONSIBILITIES

Customers agree to:

• (a) provide accurate descriptions, addresses, access instructions, dates, photos, measurements, and other request information;
• (b) disclose relevant hazards, pets, restricted areas, parking requirements, building rules, or other conditions that may affect the work;
• (c) ensure they have authority to request work at the property or location;
• (d) communicate respectfully and in good faith;
• (e) review estimates, scopes, terms, taxes, deposits, cancellation policies, and invoices before approval or payment;
• (f) provide safe, lawful, and reasonable access to the service location;
• (g) pay all amounts properly due under an accepted estimate, booking, invoice, or agreement with a Service Provider; and
• (h) not request unlawful, unsafe, discriminatory, deceptive, or prohibited services.

5. SERVICE PROVIDER RESPONSIBILITIES

Service Providers agree to:

• (a) provide accurate business, ownership, contact, service, pricing, tax, availability, and service-area information;
• (b) maintain all licences, registrations, permits, insurance, certifications, and qualifications required for their services;
• (c) ensure that employees, contractors, and team members are properly trained, authorized, screened, supervised, and legally engaged;
• (d) comply with applicable employment, tax, consumer protection, privacy, health and safety, accessibility, building, trade, professional, and industry laws;
• (e) provide clear estimates, scopes, exclusions, taxes, deposits, payment terms, cancellation terms, warranties, and change-order terms;
• (f) perform services professionally, safely, lawfully, and in accordance with agreements made with customers;
• (g) protect customer information, addresses, access instructions, photos, messages, and documents;
• (h) promptly update expired or inaccurate verification information;
• (i) honour approved estimates, bookings, refunds, corrections, and warranties as required by law and the Service Provider’s stated policies;
• (j) maintain accurate records and not manipulate transaction sources, reviews, prices, statuses, or Platform metrics;
• (k) not take actions intended to evade disclosed Sparrow fees, restrictions, or safety controls; and
• (l) be solely responsible for their services, personnel, taxes, remittances, insurance, expenses, and business obligations.

6. REQUESTS, ESTIMATES, BOOKINGS, AND SERVICE CONTRACTS

6.1 Requests are not guaranteed. A customer request does not require any Service Provider to respond or accept work.

6.2 Estimates. Estimates may be fixed, approximate, hourly, per-unit, package-based, milestone-based, or subject to inspection and change. Customers must review the estimate and any attached terms before approval.

6.3 Service contract. Unless Sparrow expressly agrees otherwise in writing, a contract for services is formed directly between the customer and the Service Provider when they agree to the work, including through estimate approval, booking confirmation, or another clear acceptance method.

6.4 Changes. Changes to scope, timing, materials, personnel, location, price, taxes, or other terms should be documented through the Platform where available. Sparrow is not responsible for off-Platform changes or side agreements.

6.5 Cancellations and rescheduling. Service Provider policies may apply, subject to applicable law. Sparrow may display or help administer those policies but does not independently create the underlying right to charge a cancellation fee.

6.6 Recurring services. Recurring bookings may continue until paused or cancelled according to the applicable terms. Users are responsible for reviewing future dates, prices, and cancellation requirements.

7. PAYMENTS, FEES, TAXES, AND PAYOUTS

7.1 Pilot phase. During the controlled pilot, Sparrow may offer some or all Platform features without subscription or marketplace fees. Free pilot access is temporary, may be limited, and does not guarantee future free access.

7.2 Future fees. Sparrow may later introduce subscriptions, transaction fees, payment fees, premium features, or other charges. Before a new charge applies, Sparrow will provide the legally required notice and disclose the applicable amount or calculation method. No future percentage or fee is effective merely because it is described in product planning materials.

7.3 Payment processing. If online payments are enabled, payment services may be provided by a third-party payment processor such as Stripe. Users may be required to accept that provider’s terms and privacy practices. Sparrow does not store complete card or bank credentials.

7.4 Manual payments. Service Providers may record cash, e-transfer, cheque, card-processed-elsewhere, or other external payments. Sparrow does not independently verify every manually recorded payment.

7.5 Authorization. By submitting a payment, the payer authorizes the applicable charge, including disclosed taxes, deposits, balances, or fees.

7.6 Payouts. Where marketplace payments are enabled, Service Provider payouts may depend on payment-provider onboarding, verification, reserves, delays, disputes, refunds, negative balances, or legal requirements.

7.7 Refunds and disputes. The Service Provider is primarily responsible for service-related refunds, corrections, chargebacks, and disputes, subject to applicable law and payment-provider rules. Sparrow may facilitate communication, hold or reverse Platform-controlled funds where legally and contractually permitted, or take protective action, but does not guarantee a particular outcome.

7.8 Taxes. Service Providers are responsible for determining, collecting, reporting, and remitting applicable GST/HST, provincial taxes, income taxes, payroll deductions, and other amounts. Customers are responsible for taxes properly charged to them. Sparrow may provide configurable tax tools but does not give tax advice.

8. REVIEWS, RATINGS, AND USER CONTENT

8.1 User Content. “User Content” includes profile information, service descriptions, photos, logos, messages, documents, estimates, reviews, responses, and other material submitted to the Platform.

8.2 Ownership. You retain ownership of your User Content. You grant Sparrow a worldwide, non-exclusive, royalty-free, transferable, sublicensable licence to host, store, reproduce, format, adapt, display, transmit, and otherwise use User Content as reasonably necessary to operate, secure, improve, support, and promote the Platform and the relevant profile, transaction, or service relationship.

8.3 Public content. Business profile information, gallery images, reviews, review responses, and other content identified as public may be displayed publicly.

8.4 Your responsibility. You represent that you have the rights and permissions needed to submit User Content and that it does not violate law, privacy, confidentiality, intellectual property, or another person’s rights.

8.5 Reviews. Reviews must reflect genuine experiences and must not be fabricated, purchased, coerced, retaliatory, discriminatory, extortionate, misleading, or submitted by someone with an undisclosed conflict of interest.

8.6 Moderation. Sparrow may investigate, decline to publish, restrict, label, edit for formatting, or remove User Content that violates these Terms or creates legal, security, or safety risk. Sparrow is not required to resolve every factual dispute between users.

8.7 Feedback. If you provide product feedback, suggestions, or ideas, Sparrow may use them without restriction or compensation, provided Sparrow does not claim ownership of your underlying confidential information or pre-existing intellectual property.

9. MESSAGING, NOTIFICATIONS, AND COMMERCIAL COMMUNICATIONS

9.1 Service messages. Sparrow may send transactional or service-related communications necessary to operate your account, including security, confirmation, request, estimate, booking, payment, support, and policy notices.

9.2 Marketing messages. Marketing emails or texts will be sent only where Sparrow has a lawful basis, including consent where required. Marketing messages will identify the sender and include an unsubscribe mechanism as required by law.

9.3 User-to-user communications. Users must not use Sparrow messaging to harass, threaten, discriminate, spam, solicit unrelated business, distribute malware, or send unlawful content.

9.4 Delivery. Electronic communications may be delayed, filtered, or undelivered. Keep your contact information current and check the Platform for important updates.

10. ACCEPTABLE USE

You may not:

• (a) violate law or another person’s rights;
• (b) use the Platform for fraud, deception, money laundering, illegal services, unsafe activity, or prohibited transactions;
• (c) scrape, crawl, copy, harvest, or systematically extract Platform data without written permission;
• (d) reverse engineer, bypass, probe, disable, or interfere with security, access controls, rate limits, or technical restrictions;
• (e) introduce malware, harmful code, or automated attacks;
• (f) access another user’s account, organization, messages, documents, or records without authorization;
• (g) manipulate ratings, reviews, lead sources, fees, prices, bookings, invoices, payments, reports, or verification states;
• (h) use bots or automated tools except through approved integrations;
• (i) misuse personal information obtained through the Platform;
• (j) infringe Sparrow’s or another party’s intellectual property; or
• (k) use the Platform to build, train, or improve a competing product through unauthorized extraction of non-public data, workflows, or content.

11. INTELLECTUAL PROPERTY

11.1 Sparrow property. The Platform, software, workflows, interfaces, databases, designs, graphics, logos, trademarks, text, and other materials created or provided by Sparrow are owned by Sparrow or its licensors and are protected by intellectual property laws.

11.2 Limited licence. Sparrow grants you a limited, revocable, non-exclusive, non-transferable licence to use the Platform for its intended purpose in accordance with these Terms.

11.3 Restrictions. Except as expressly permitted, you may not copy, modify, distribute, sell, license, publicly display, create derivative works from, or commercially exploit Sparrow property.

11.4 Marks. “Sparrow,” “Sparrow Local,” the Sparrow bird mark, sparrowlocal.com, and related branding are trademarks or trade names of Sparrow Local Technologies Inc.. No licence to use them is granted except as expressly authorized.

12. THIRD-PARTY SERVICES

The Platform may rely on third parties for hosting, authentication, email delivery, maps, analytics, storage, payment processing, integrations, and other functions. Third-party services may have separate terms and privacy practices. Sparrow is not responsible for third-party systems outside Sparrow’s reasonable control, but will select and manage service providers in accordance with applicable law.

13. PILOT AND BETA FEATURES

13.1 Pilot nature. Pilot and beta features may be incomplete, change frequently, contain errors, or be unavailable.

13.2 Feedback and testing. Pilot participants agree to provide reasonable feedback and promptly report material errors or security concerns.

13.3 Data. Sparrow will use reasonable safeguards, but users should not rely on pilot features as the sole repository for legally required or mission-critical records. Service Providers should maintain appropriate independent business records and backups.

13.4 Changes. Sparrow may add, remove, restrict, or alter pilot features at any time.

14. PRIVACY

Sparrow’s collection, use, disclosure, storage, and protection of personal information are described in the Privacy Policy. Users must handle personal information obtained through Sparrow only for the relevant service relationship and in accordance with law.

15. DISCLAIMERS

To the maximum extent permitted by law:

• (a) the Platform is provided “as is” and “as available”;
• (b) Sparrow disclaims implied warranties of merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation, accuracy, availability, and results;
• (c) Sparrow does not guarantee Service Providers, customers, leads, requests, bookings, payments, revenue, reviews, qualifications, insurance, licensing, background checks, identity, or service outcomes;
• (d) Sparrow does not guarantee that a Service Provider will accept a request or that a customer will proceed with work; and
• (e) no statement by Sparrow creates a warranty unless expressly stated in these Terms.

Nothing in these Terms excludes warranties, conditions, remedies, or rights that cannot legally be excluded.

16. LIMITATION OF LIABILITY

16.1 Excluded damages. To the maximum extent permitted by law, Sparrow and its directors, officers, employees, contractors, affiliates, and licensors will not be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, goodwill, data, business opportunities, or anticipated savings.

16.2 Service disputes. Sparrow is not liable for acts, omissions, injuries, property damage, delays, defects, professional errors, non-payment, disputes, or losses arising from services performed or requested between customers and Service Providers, except to the extent caused by Sparrow’s own conduct for which liability cannot legally be excluded.

16.3 Liability cap. To the maximum extent permitted by law, Sparrow’s aggregate liability arising from or relating to the Platform or these Terms will not exceed the greater of:
(a) the amount you paid directly to Sparrow during the 12 months before the event giving rise to the claim; and
(b) CAD $100.
This cap does not apply where prohibited by law.

16.4 Allocation of risk. These limitations are an essential allocation of risk and apply even if a remedy fails of its essential purpose.

17. INDEMNITY

To the maximum extent permitted by law, you agree to indemnify and hold harmless Sparrow and its directors, officers, employees, contractors, and affiliates from claims, losses, liabilities, damages, penalties, costs, and reasonable legal fees arising from:

• (a) your breach of these Terms;
• (b) your User Content;
• (c) your services, requests, work, personnel, property, conduct, taxes, or legal obligations;
• (d) your violation of law or another person’s rights; or
• (e) your misuse of the Platform.

This section does not require a consumer to indemnify Sparrow for Sparrow’s own negligence, misconduct, or obligations that cannot legally be shifted.

18. TERMINATION AND DATA

18.1 By you. You may stop using the Platform and may request account closure through emailing privacy@sparrowlocal.com or using the in-app Support page.

18.2 By Sparrow. Sparrow may suspend or terminate access for breach, risk, inactivity, non-payment, legal requirements, or discontinuation of the Platform.

18.3 Effect. Termination does not eliminate obligations or liabilities that arose before termination. Certain records may be retained for legal, security, fraud-prevention, dispute, tax, accounting, backup, or legitimate business purposes as described in the Privacy Policy.

18.4 Survival. Sections intended by their nature to survive will survive, including intellectual property, payment obligations, disclaimers, liability limits, indemnity, dispute provisions, and record retention.

19. CHANGES TO THE PLATFORM OR TERMS

Sparrow may change the Platform and these Terms. We will post the updated Terms and revise the “Last updated” date. If changes are material, we will provide additional notice where required. Continued use after the effective date of updated Terms constitutes acceptance, except where law requires express consent.

20. GOVERNING LAW AND DISPUTES

20.1 Governing law. These Terms are governed by the laws of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict-of-law principles.

20.2 Courts. Subject to any mandatory consumer rights, the courts located in Calgary, Alberta will have exclusive jurisdiction over disputes relating to these Terms or the Platform.

20.3 Informal resolution. Before commencing a claim, you agree to contact Sparrow at legal@sparrowlocal.com and provide a reasonable opportunity to resolve the concern informally.

20.4 Consumer rights preserved. Nothing in these Terms requires a consumer to waive rights or remedies that cannot be waived under applicable consumer protection law.

21. GENERAL

21.1 Entire agreement. These Terms, the Privacy Policy, and any additional terms expressly accepted for a feature or business relationship form the agreement between you and Sparrow regarding the Platform.

21.2 Order of precedence. Feature-specific or Business Provider terms may supplement these Terms. If there is a conflict, the more specific terms govern for that feature or relationship.

21.3 Assignment. You may not assign these Terms without Sparrow’s written consent. Sparrow may assign them as part of a corporate reorganization, financing, merger, acquisition, or sale of assets, subject to applicable law.

21.4 Severability. If part of these Terms is unenforceable, the remaining provisions remain effective.

21.5 No waiver. Failure to enforce a provision is not a waiver.

21.6 Electronic agreement. You agree that electronic acceptance, notices, and records have the same effect as paper documents and signatures, subject to applicable law.

21.7 Language. The parties confirm that they wish these Terms and related documents to be written in English. Les parties confirment leur volonté que les présentes conditions et les documents s’y rattachant soient rédigés en anglais.

22. CONTACT

Sparrow Local Technologies Inc.
Doing business as Sparrow
Unit 2510, 90 Arbour Lake Hill NW
Calgary, Alberta, Canada
Email: hello@sparrowlocal.com
Support: support@sparrowlocal.com
Privacy: privacy@sparrowlocal.com
Website: https://sparrowlocal.com