Sprout Social™ Terms of Service

Effective Date: December 3, 2018

  1. ACCEPTANCE OF OUR TERMS

    1. These Terms of Service (“Terms”) constitute a binding contract between you and Sprout Social, Inc. (“us” or “we” or “Sprout Social”) governing the use of and access to the products we offer in connection with a paid or trial subscription (“Products”) to you and any authorized individuals engaged by you to use the Products on your behalf (each, a “User,” and collectively, “Users”). By using or accessing the Products, or authorizing or permitting any User to use or access the Products, you accept and agree to be bound by these Terms.
    2. If you are entering into these Terms on behalf of a company, organization, or other legal entity (“Entity”), you agree to these Terms for that Entity and represent to Sprout Social that you have the authority to bind such Entity and its affiliates to these Terms. In such case, “you” or “Customer” shall refer to such Entity and its affiliates. If you are a Customer’s User, then these Terms will apply to you to the extent they are applicable to Users. If Customer is an agency, then a User may also be an agency client as described in Section 10 (Agencies). If you do not have the authority to bind the Entity to these Terms or do not agree to these Terms, do not accept these Terms or use or access the Products.
    3. You represent and warrant that the information you provide in registering for the Products is accurate, complete, and rightfully yours to use.
  2. OUR PRODUCTS

    1. We deliver our Products through our web applications and mobile applications (each, an “Application,” and collectively, “Applications”) available at app.sproutsocial.com, app.getbambu.com, and app.simplymeasured.com (each, a “Site”). The features and services available to you will be based on your subscription plan (“Plan”). If you signed a service order, the details of your Plan will be provided on your service order. If you purchased a Product within the Application, the details of your Plan will be set forth on the “Billing” page within the Application. The Products specifically exclude any third-party database or Third-Party Services (as defined in Section 5).
    2. We reserve the right to modify features and functionality of our Products from time to time in our sole discretion. We will determine in our sole discretion whether any new features require additional fees. We may decide to add new features to the Products and make them generally available at no cost to Customers. We may or may not provide notice to you of changes to the Products. We will not be liable to you or to any third party for any modifications, price increases, or discontinuations of our Products.
    3. Any additional product add-ons, including but not limited to listening, analytics, bots, or customer service, or the addition of users, profiles, groups, brand keywords, and other features or functionality you later add to an existing Plan (the “Add-Ons”) during your subscription term shall be subject to these Terms.
  3. REGISTERING USERS ON OUR APPLICATION

    1. Except as set forth in Section 10 (Agencies), you agree that you will only access our Applications for your internal business purposes and subject to these Terms. After any free trial of our Products, you will be required to register for our Application and pay a subscription fee for the use of our Products. You must pay such subscription fees on the first day of your subscription term unless otherwise specified on your service order.
    2. If you, as a Customer, add Users to your account, you must bind each of the Users to these Terms. You are responsible for all information, data, content, messages or other materials that you or your Users post or otherwise transmit via the Applications (collectively, “Content”). You acknowledge and agree that a login may only be used by one (1) person, and that you will not share a single login among multiple people. You are responsible for maintaining the confidentiality of your login and account, and are fully responsible for any and all activities that occur under or in connection with your login or account. Except for as provided in Section 10 (Agencies), you agree that you will not trade, transfer, or sell access to your login or account to another party unless otherwise agreed to in writing by Sprout Social.
    3. As a User, you represent and warrant that you are: (i) 18 years or older, (ii) not prohibited or restricted from having a Sprout Social account, and (iii) not a competitor of or using the Products for purposes that are competitive with Sprout Social.
    4. You agree to use reasonable efforts to prevent unauthorized use of the Products and notify us immediately if you discover any unauthorized use through your account. You will take all necessary steps to terminate the unauthorized use and agree to cooperate with us in preventing or terminating such unauthorized use of the Products.
  4. AVAILABILITY OF SERVICE

    1. While we will use commercially reasonable efforts to keep our Applications available and accessible, the Applications may be unavailable from time to time for repairs, upgrades, routine and emergency maintenance, or other interruptions that that may be out of our reasonable control, including any outages of Third-Party Services (as defined in Section 5) or any related application programming interface (“APIs”) and integrations. Interruptions of our Applications shall not serve as a basis to terminate your subscription or demand any full or partial refunds or credits of prepaid and unused subscription fees.
  5. OUR USE OF THIRD PARTY INTEGRATIONS AND SERVICES

    1. Our Applications may contain links to or allow you to connect and use certain external third-party products, services, or software in conjunction with your use of our Applications and Products (“Third Party Services,” and each, a “Third Party Service”), including certain social media networks and other integration partners. To take advantage of these features, you may be required to sign up or log into such Third Party Service on their respective websites or applications. By enabling the Applications to access such Third Party Service, you are permitting Sprout Social to pass on your login information to the Third Party Service and granting the Third Party Service permission to access or otherwise process your data. You acknowledge that your use of such Third Party Service is governed solely by the terms and conditions and privacy policy of such Third Party Service, and that Sprout Social does not endorse, is not liable for, and makes no representations as to the Third Party Service, its content, or the manner in which such Third Party Service uses, stores, or processes your data. We are not liable for any damage or loss arising from or in connection with your enablement of such Third Party Service and your reliance on the policies, privacy practices, and data security processes of such Third Party Service. We are not responsible or liable for any changes to or deletion of your data by the Third Party Service. Certain features of our Products may depend on the availability of these Third Party Services and the features and functionality they make available to us. We do not control Third Party Service features and functionality, and they may change without any notice to us. If any Third Party Service stops providing access to some or all of the features or functionality currently or historically available to us, or stops providing access to such features and functionality on reasonable terms, as determined by Sprout Social in our sole discretion, we may stop providing access to certain features and functionality of our Products. We will not be liable to you for any refunds or any damage or loss arising from or in connection with any such change made by the Third Party Service or any resulting change to our Products. You irrevocably waive any claim against Sprout Social with respect to such Third Party Services.
  6. PAYMENT TERMS

    You will either pay for your Plan in our Application, or upon receipt of an invoice issued by us.

    1. Payment in Application

      Monthly Plans. For monthly Plans, we will charge you on the first day of your subscription term and automatically on the same date of each subsequent month (“Monthly Pay Date”). We will continue to charge you for your Plan, including any Add-Ons, on a monthly basis unless you decide to cancel at any time by accessing the “Billing” page within the Application. If you cancel in the month preceding your Monthly Pay Date, you will not be issued any refunds or credits of prepaid and unused fees for the remainder of the subscription term and you will continue to have access to the Products until the following Monthly Pay Date.

      Annual Plans. For annual Plans, we will charge you on the first day of your subscription term and automatically on the same date of each subsequent year (“Annual Pay Date”). We will continue to charge you for your Plan, including any Add-Ons, on an annual basis unless you decide to cancel prior to the Annual Pay Date by accessing the “Billing” page within the Application. If you cancel during the subscription term, you will not be issued any refunds or credits of any prepaid and unused fees for the remainder of the subscription term and you will continue to have access to the Products until the following Annual Pay Date.

    2. Payment By Invoice

      If we invoice you for your Plan, your subscription term will be detailed on the service order and your payment will be due upon receipt of the applicable invoice. Unless otherwise specified on your service order, if we do not receive payment within thirty (30) days of us issuing you the invoice, your account may be suspended and you will lose access to the Products. Unless otherwise specified on your service order, your Plan will automatically renew at the end of the subscription term. If you would like to cancel your Plan, you can provide such notice via email to successteam@sproutsocial.com.

    3. Changes To Your Plan

      If you choose to upgrade your Plan or add any Add-Ons to your Plan during your subscription term, you will be charged for the then-current price for the upgrade or Add-Ons prorated based on the number of days remaining in your subscription term. Unless otherwise specified on your service order, any upgrade or Add-Ons that you add will be coterminous with the existing Plan and automatically renew at the end of the subscription term along with your Plan. If you choose to downgrade your Plan or remove any Add-Ons from your Plan, you will not be issued any refunds or credits for the unused and prepaid fees in connection with the downgrade or removal. Downgrading your Plan may cause the loss of content, features, or capacity of your account and we do not accept any liability for any such loss.

    4. Credit Card and Paypal Authorization

      By submitting your credit card or Paypal information to Sprout Social, you authorize Sprout Social to store this information with its third party service providers and to charge the credit card or Paypal account you have provided to us until your account is terminated. In addition, you authorize us to use a third-party payment processor in processing payments. If your credit card expires, or is declined or your Paypal information requires an update, we will provide you notice via email. If, for any reason, your payment cannot be completed through credit card or Paypal, we may suspend your account until we receive payment.

    5. Disputes and Late Payments

      You must notify us in writing of any amounts you wish to dispute prior to the date such amounts would otherwise be due. Any undisputed amount not paid when due shall be subject to a finance charge of 1.5% of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less, determined and compounded daily from the date due until the date paid. You will also be required to reimburse us for any costs or expenses (including any reasonable attorneys’ fees) we incur to collect past due amounts. Any amounts due under these Terms shall not be withheld or offset by you against amounts due to you for any reason.

    6. Taxes. All payments you make are exclusive of federal, state, local, and foreign taxes, duties, tariffs, levies, withholdings, and similar assessments (including, without limitation, sales taxes, use taxes, and value-added taxes). You agree to be responsible for the payment of all such charges, excluding taxes based upon our net income. All amounts payable by you hereunder shall be grossed up for any withholding taxes imposed by any foreign government on your payment of amounts to Sprout Social.
  7. CANCELLATION AND TERMINATION

    1. Termination by You

      You may terminate your account at any time without cause, but you will not be entitled to any refunds of any prepaid and unused fees, and any unpaid fees under your Plan for the applicable subscription term will become immediately due and payable. You may terminate your account and receive a prorated refund of any prepaid and unused fees, if we fail to cure a material breach of these Terms within thirty (30) days of our receipt of written notice from you describing the breach. You may also cancel your account as provided in Section 6 (Payment).

    2. Termination by Us

      We may restrict functionality of the Products or temporarily suspend your account if we reasonably believe that you have violated these Terms. Unless we believe the need to restrict or suspend access is time-sensitive and requires immediate action without notice, or we are prohibited from providing notice under law or legal order, we will use commercially reasonable efforts to notify you by email prior to such suspension. We will not be liable to you or any third parties for any of the foregoing actions.

      We may terminate your account and use of the Products for any of the following reasons: (i) you fail to comply with these Terms, (ii) you do not pay your fees in accordance with the payment terms under your Plan, (iii) at the expiration of the subscription period of your Plan if we provide prior written notice to you, (iv) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (v) if we determine you are acting or have acted in a way that negatively impacts or reflects on Sprout Social or our current or prospective partners or customers. In no event will any termination by us for the foregoing reasons entitle you to any refunds of any prepaid and unused fees or relieve you of your obligation to pay any fees payable to us prior to the date of termination, and any unpaid fees under your Plan will become immediately due and payable. Any suspected fraudulent, abusive, hateful, discriminatory or illegal activity may be grounds for immediate termination of your use of the Product and may be referred to law enforcement authorities.

    3. Post Termination

      If your account is terminated, you must cease using the Products and Sprout Social reserves the right to delete your account settings and Content within thirty (30) days of such cancellation or termination with no liability or notice to you. Once your account settings and Content are deleted, you will not be able to recover such account settings and Content, except any Content that remains on Third Party Services pursuant to the terms and conditions of such Third-Party Services.

  8. YOUR USE OF THE PRODUCTS

    1. You agree not to, nor authorize or permit any User or third party to: (a) license, sublicense, sell, rent, lease, or otherwise permit third parties to use the Products; (b) circumvent or disable any security or other technological features or measures of the Products; (c) reverse engineer any element of the Products, or use the Products to compete with the Products, (d) modify, adapt or present the Products to falsely imply any sponsorship or association with Sprout Social; (e) use the Products in any manner that interferes with or disrupts the integrity or performance of the Products or the components of the Products; (f) use the Products to post, upload, link to, send or store any Content that is defamatory, libelous, fraudulent, derogatory, abusive, obscene, unlawful, hateful, harassing, violent, threatening, racist, or discriminatory, (g) use the Products to post, upload, link to, send, distribute, or store any Content that contains any viruses, malware, Trojan horses, ransomware, or any other similar harmful software; (g) use the Products to post, upload, link to, send, distribute, or store any Content that is material protected by copyright, trademark, or any other proprietary right without first having obtained all rights, permissions, and consents necessary to make such Content available on or through the Products and to grant Sprout Social the limited right to use Content as set forth in these Terms, (h) attempt to use any method to gain unauthorized access to any paid or restricted features of the Sites or to the Products and its related systems or networks, (i) use automated scripts to collect information from or otherwise interact with Third Party Services or the Products; (j) deep-link to the Sites (other than Sprout Social’s home page) for any purpose, unless expressly authorized in writing by Sprout Social; (j) impersonate any other user of the Products; or (l) use the Products in violation of applicable law or any acceptable use policy, terms of use, or any similar policy or terms of Third-Party Services.
    2. Using the Products for surveillance purposes or gathering intelligence is prohibited, including but not limited to: (i) investigating or tracking individual social media users or their content, or to obtain information on social media users or their content, in a manner that would require a subpoena, court order, or other valid legal process; (ii) tracking, alerting, or other monitoring of sensitive events (including but not limited to protests, rallies, or community organizing meetings); (iii) conducting or providing surveillance, analyses or research that isolates a group of individuals or any single individual on social media for any unlawful or discriminatory purpose or in a manner that would be inconsistent with the individual users’ reasonable expectations of privacy; (iv) in violation of the Universal Declaration of Human Rights (located at http://www.un.org/en/documents/udhr/), including, without limitation, Articles 12, 18, or 19; or (v) targeting, segmenting, or profiling individuals based on health (including pregnancy), negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.
    3. We have the right to terminate your account or suspend your access to the Products, if we reasonably suspect that you have violated any of the restrictions in this Section 8.
    4. By accessing or using the Products, you represent and warrant that your activities are lawful in every jurisdiction where you access or use the Products. Our Products are not intended to hold any Sensitive Information. You represent and warrant that you will not use our Products to transmit, upload, collect, manage, or otherwise process any Sensitive Information. WE WILL NOT BE LIABLE FOR ANY DAMAGES THAT MAY RESULT FROM YOUR USE OF OUR PRODUCTS IN TRANSMITTING, COLLECTING, MANAGING, OR PROCESSING ANY SENSITIVE INFORMATION. “Sensitive Information” means any passwords, credit card or debit card information, personal financial account information, personal health information, social security numbers, passport numbers, driver’s license numbers, employment records, physical or mental health condition or information, any information that would classify as “Special Categories of Information” under EU data protection laws, or any other information that would be subject to Health Insurance Portability and Accountability Act (HIPAA), the Payment Card Industry Data Security Standards (PCI DSS), or other laws, regulations, or industry standards designed to protect similar information.
    5. Although we do not monitor content published through our Products and are not responsible for any content published through our Products, we reserve the right to delete, edit, or move messages or materials that we deem necessary to be removed, including, but not limited to, public postings, advertisements, and messages.
    6. Inbox Export Feature

      The Inbox Export feature available on our Sprout Social Product may contain confidential information, including personal information. By initiating an Inbox Export, you acknowledge and agree that we are not responsible for, and shall have no liability related to, the security of the information contained in the Inbox Export or compliance with any applicable law of any federal, state, local, or foreign government or political subdivision thereof, including applicable privacy law, as a result of fulfilling your request to send the Inbox Export.

    7. Twitter Custom Profile

      By associating a custom profile image and/or name with a specific Twitter profile, you acknowledge and agree that (i) if an individual is depicted, you have consent from such individual to display their name and/or likeness in the custom profile, (ii) you will indicate in the field provided for the individual’s name (e.g., through use of the term “bot”), or in the initial message sent to each Twitter user that the individual is not participating in the conversation; and (iii) you will comply with all Twitter Terms of Service and other applicable acceptable use policy, terms of use, or any similar policy or terms.

  9. CONFIDENTIAL INFORMATION

    1. For the purpose of these Terms, “Confidential Information” means non-public information disclosed by either party to the other party, either directly or indirectly, in writing, orally, or to which the other party may have access, which (i) a reasonable person would consider confidential, or (ii) is marked “confidential” or “proprietary” or some similar designation by the disclosing party. Confidential Information will not, however, include any information that (i) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (ii) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party other than as a result of a violation of these Terms by the receiving party; (iii) is already in the possession of the receiving party at the time of disclosure by the disclosing party; (iv) is obtained by the receiving party from a third party without a breach of the third party’s obligations of confidentiality; or (v) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. The receiving party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations under these Terms, and shall take actions reasonably necessary and appropriate to prevent the unauthorized disclosure of the Confidential Information, at all times exercising at least a reasonable level of care. Each party agrees to restrict access to the Confidential Information of the other party to those employees, advisors, agents and other representatives who require access in order to perform its obligations under these Terms.
  10. AGENCIES

    1. If you are an Agency, you may use our Products on behalf of Users that are your clients and charge your clients for such use of our Products. As an Agency, you will be liable for all use of the Products by your clients. By adding any client to your account, you represent and warrant that you have obtained all necessary authorizations and consents from such clients to bind them to these Terms. If you use the Products on behalf of your clients, or grant access to the products to your clients, you will be responsible for ensuring that such clients are not able to access confidential or proprietary information of another client. “Agency” shall mean a business or organization providing advertising, marketing, or social media services on behalf of another business, person, or group.
    2. If you are an Agency participating in our Agency Partner Program, you are subject to the additional terms that are found here.
  11. DATA PRIVACY

    1. We access your data to enable us to respond to your service requests and as necessary to provide you with the Application and Products. We share your data with third parties if required by law, permitted by you, or pursuant to our Sprout Social Privacy Policy (“Privacy Policy”), which is available here and incorporated into these Terms. You agree to all actions that are taken with respect to your data that are consistent with our Privacy Policy. Before sharing your data, we will take steps designed to ensure that any third party service provider maintains commercially reasonable data practices for maintaining the confidentiality and security of your data and for preventing unauthorized access to such data. We do not share your data with third parties for their own marketing purposes.
    2. You hereby represent and warrant that your Content has not been collected, stored, and transferred to us in violation of any law, regulation, or contractual obligation applicable to you. You shall have sole responsibility for the accuracy, quality, and legality of the Content and the means by which you acquired the Content. With respect to your Users and any individuals that interact or engage with Customer’s social media pages or profiles (including fans, followers, and other social media audience members), you shall cause each such individual to consent to the processing by us of their Content prior to the collection of such Content in a manner consistent with applicable law including, where required by applicable law, explicit consent for automated decision-making and other kinds of processing that might require explicit consent.
    3. If your use of our Products includes processing “personal data” that is subject to the General Data Protection Regulation (EU) 2016/679, you must enter into a Data Processing Addendum (“DPA”) with Sprout Social that is available here. Our Privacy Policy as well as any DPA that you enter into with Sprout Social forms part of these Terms and applies to the processing of personal data. You may review our Privacy Policy to understand how we collect and use your data. Sprout Social holds a Privacy Shield certification under both the EU-U.S. and Swiss-U.S. Privacy Shield frameworks established by the U.S. Department of Commerce regarding the transfer of personal data from the European Economic Area and/or Switzerland, as applicable, to the U.S.
  12. YOUR RIGHTS AND OUR RIGHTS TO IP

    1. What You Own. You own all of the Content you provide to us. You grant us a nonexclusive, revocable, worldwide, perpetual, fully paid-up and royalty-free right to us to use, copy, prepare derivative works of, distribute, publish, remove, retain, add, process, or analyze this information for the sole purpose of providing the Applications and Products to you and your Users. You represent and warrant that you are entitled to and authorized to submit the Content and that such Content you submit is accurate and not in violation of any contractual restrictions or third party rights.
    2. What We Own. We own and retain all rights, title, and interest in and to the Products along with all patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights (“Intellectual Property Rights”) related to the Products. Your use of the Products under these Terms does not give you additional rights in the Products or ownership of any Intellectual Property Rights associated with the Products. Subject to your compliance with and limitations set forth in these Terms and upon your subscription to the Products, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use our Products and Applications.
    3. Ownership of Your Feedback and Suggestions. Although you are not required to provide feedback or suggestions, you assign to us all of your worldwide right, title and interest in and to any and all feedback, suggestions, requests, recommendations, or other comments that you provide to us regarding our Products, including all Intellectual Property Rights therein. You shall, upon the request of Sprout Social, its successors or assigns, execute any and all documents that may be deemed necessary to effectuate this assignment. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any feedback, suggestions, or other comments, even if it is altered or changed in a manner not agreeable to you. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this section. Our receipt of your feedback, suggestions, and other comments is not an admission of their novelty, priority, or originality, and it does not impair our right to any existing or future Intellectual Property Rights.
    4. Our Ownership of Statistical Data. You acknowledge and agree that we have a right to own and complete statistical analyses on your data and information resulting from your or your Users’ use of the Products (other than any personally identifiable data). When we extract, compile, synthesize, or analyze this data, we will only use it in anonymized, aggregated form without specifying the source of the data. We collect such data for any lawful purpose and without a duty of accounting to you.
  13. SPROUT SOCIAL MOBILE APP

    1. Use of the Mobile Applications require that your mobile device be compatible with the Mobile Applications. The Mobile Applications may automatically upgrade from time to time depending on your user settings. You consent to such automatic upgrades and the standard carrier data charges that may apply to your use of the Mobile Applications. Please review the Mobile Application Additional Terms that apply to your use of the Mobile Applications here.
  14. WARRANTY

    1. THE APPLICATIONS AND PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, GUARANTEES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, DESIGN, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE CANNOT AND DO NOT WARRANT THAT THE APPLICATIONS AND PRODUCTS WILL BE UNINTERRUPTED, AVAILABLE, ACCESSIBLE, SECURE, TIMELY, ACCURATE, COMPLETE, FREE FROM VIRUSES, OR ERROR-FREE.

      SPROUT SOCIAL DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK OR ANY OTHER ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, DATA NOT WITHIN SPROUT SOCIAL’S REASONABLE CONTROL.

  15. OUR INDEMNIFICATION OF YOU

    1. We agree to defend, indemnify, and hold you harmless from any and all claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including reasonable attorney’s fees and costs) brought by a third party against you alleging your use of any Product infringes or misappropriates any patent, copyright, trade secret, trademark, or intellectual property right of any third party. We will not have any obligation under this section for any infringement or misappropriation if it arises out of or is based upon: (a) any use of the Products that is in combination with other products or services if such infringement or misappropriation would not have arisen but for such combination, (b) use of the Products by you for purposes not intended, permitted, or outside of the scope of the license granted to you, or (c) any modification of the Products not made or authorized in writing by Sprout Social (the “Excluded Claims”). If you are enjoined or otherwise prohibited from using a Product or a portion thereof based on an allegation that the Product violates any third party intellectual property right, or if we reasonably determine that such prohibition is likely, then we will, at our sole expense and option: (a) obtain for you the right to use the allegedly infringing portions of the Products; (b) modify the allegedly infringing portions of the Products so as to render them non-infringing without substantially diminishing or impairing their functionality, or (c) replace the allegedly infringing portions of the Products with non-infringing items of substantially similar functionality. If we determine that the foregoing remedies are not commercially reasonable, then we may terminate the impacted subscription, or portion thereof, and will promptly provide a prorated refund or credit to you for any prepaid and unused fees.
  16. YOUR INDEMNIFICATION OF US

    1. Your failure to comply with any of your obligations set forth in these Terms shall be considered a breach of these Terms. You agree to defend, indemnify, and hold harmless Sprout Social and its officers, directors, employees, agents, successors, and assigns from any and all claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including attorney’s fees and costs), arising from, in connection with, or based on allegations of, your or your Users’ breach of these Terms, use of Third-Party Services, or for any action arising from the Excluded Claims.
    2. Requirements for Indemnification. Either party’s indemnification obligations shall be contingent on: (a) the indemnified party (“Indemnitee”) providing the indemnifying party (“Indemnitor”) prompt written notice of the claim, (b) Indemnitee granting Indemnitor full and complete control over the defense and settlement of the claim, and (c) Indemnitee providing assistance in connection with the defense and settlement of the claim as Indemnitor shall reasonably request.
  17. LIMITATION OF LIABILITY

    1. Exclusion of Consequential and Related Damages. NEITHER PARTY NOR ITS AFFILIATES WILL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER PARTY, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, BUSINESS, OR DATA; BUSINESS INTERRUPTION; OR LOSS OF GOODWILL OR REPUTATION, REGARDLESS OF WHETHER THE PARTY IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR ANY LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
    2. Monetary Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF SPROUT SOCIAL AND OUR RESPECTIVE AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNT PAID BY YOU TO SPROUT SOCIAL UNDER THE APPLICABLE PLAN DURING THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS WILL NOT IN ANY WAY LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE. THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN WILL APPLY IN AGGREGATE TO YOU AND YOUR AFFILIATES AND SHALL NOT BE CUMULATIVE.
    3. Independent Allocations of Risk. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SPROUT SOCIAL TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
    4. State Prohibition of Limitation of Liability and Disclaimer of Implied Warranties. Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. IN THESE STATES, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
  18. MISCELLANEOUS

    1. Use of Logo. As a Customer, you grant us the right to use your company name and logo on our representative customer list on our website and/or marketing materials. If you do not wish to have your name or logo be used in this way, or wish to remove your name or logo from such list, please email logo@sproutsocial.com.
    2. Updates To Terms. We may revise and update these Terms from time to time, in our sole discretion. Any changes we make to these Terms are effective immediately when we post them. We will provide notice to the account owner designated on the account of any material changes. Continued use of our Products after we provide you notice of the updated Terms shall constitute acceptance of the updated Terms.
    3. Export Compliance and Anti-Corruption. The Products may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit Users or any other third party to access or use the Products subject to a U.S. government embargo or in violation of any U.S. export law or regulation. You further represent that you have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value in connection with your purchase or use of our Products (excluding any reasonable gifts and entertainment provided in the ordinary course of business).
    4. Federal Government End Use Provisions. If you are a U.S. federal government end user, the Products are “Commercial Items” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Products are licensed to you with only those rights as provided under these Terms.
    5. Assignability. Neither party may assign its right, duties, and obligations under these Terms without the other party’s prior written consent, which consent will not be unreasonably withheld or delayed, except that Sprout Social may assign these Terms, and the licenses granted to Sprout Social under these Terms, without your consent to a successor (including a successor by way of merger, acquisition, sale of assets, or operation of law) if the successor agrees to assume and fulfill all of Sprout Social’s obligations under these Terms.
    6. Notices. Except as otherwise specified in these terms, any notices under these Terms must be sent to Sprout Social by email to legal@sproutsocial.com, with a duplicate copy sent via registered mail (return receipt requested) to: Sprout Social, Inc., Attention: Legal Department; 131 S. Dearborn Suite 700, Chicago, Illinois 60603. Any notices under these Terms that are sent to you shall be sent via email to the named account owner of your Sprout Social account. You are responsible for maintaining the accuracy of the email address and other contact information of your named account owner on the “Personal Settings” page within the Application.
    7. Force Majeure. Neither party will be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as that party uses commercially reasonable efforts to avoid or remove the causes of non-performance.
    8. Governing Law. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Illinois, U.S.A., without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.
    9. Venue. In circumstances where the Agreement to Arbitrate Disputes (Section 18.10) permits the parties to litigate in court, these Terms shall be governed by and construed in accordance with the laws of the State of Illinois, excluding its conflict of law rules. Under such limited circumstances, each party hereby expressly and irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in Cook County, Illinois in connection with such an action.
    10. Agreement to Arbitrate Disputes. You and Sprout Social agree to resolve any claims relating to these Terms through final and binding arbitration, except to the extent you have in any manner violated or threatened to violate Sprout Social’s Intellectual Property Rights. Under such limited circumstances, Sprout Social may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Products, or intellectual property infringement without first engaging in arbitration or the informal dispute-resolution process described herein. In all other cases, both parties hereby agree to submit to arbitration administered by the American Arbitration Association under its Commercial Arbitration Rule with one (1) arbitrator to be selected by mutual agreement of the parties. If we cannot agree on the arbitrator selection, then the American Arbitration Association shall choose an arbitrator for us from the National Panel of Arbitrators. You agree that an arbitrator cannot award punitive damages to either party and to abide by and perform any award rendered by the arbitrator. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, which shall include, but not be limited to, the courts within Cook County, Illinois.
    11. Waiver and Severability. The waiver by Sprout Social of any term or condition set out in these Terms shall not be deemed a further or continuing waiver of any other provision of these Terms, and any failure of Sprout Social to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, unenforceable, or illegal for any reason, such provision shall be limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
    12. Entire Agreement. Except for any service order, these Terms are the final and complete expression of the agreement between these parties regarding your use of the Products and Application. These Terms supersede, and the terms of these Terms govern, all previous oral and written communications regarding these matters, all of which are merged into these Terms. Sprout Social will not be bound by, and specifically objects to, any term, condition, or other provision that is different from or in addition to these Terms (whether or not it would materially alter this agreement) that is proffered by you in any receipt, invoice, acceptance, purchase order, confirmation, correspondence, or otherwise, regardless of Sprout Social’s failure to object to such terms, provisions or conditions.
    13. Relationship; Independent Contractor. Nothing herein contained shall be so construed as to constitute the parties as principal and agent, employer and employee, partners or joint venturers, nor shall any similar relationship be deemed to exist between the parties. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.
    14. Survival. Section 5 (Use of Third Party Services), Section 6 (Payment Terms), Section 7 (Cancellation and Termination), Section 8 (Your Use of the Product), Section 9 (Confidential Information). Section 12 (Your Rights and Our Rights to IP), Section 14 (Warranty), Section 15 (Our Indemnification of You), Section 16 (Your Indemnification of Us), Section 17 (Limitation of Liability), and Section 18 (Miscellaneous) will survive any termination of these Terms.
    15. DMCA. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that content or material on the Products, the Applications (app.sproutsocial.com, app.getbambu.com, and/or app.simplymeasured.com), or on Sprout Social’s website (www.sproutsocial.com) or any of its web properties hosted on the sproutsocial.com domain infringes a copyright owned by you, you (or your agent) may send Sprout Social DMCA agent a notice requesting that the material be removed, or access to it blocked. This request should be sent to: legal@sproutsocial.com; or, alternatively to: Sprout Social, Inc., Attn: DMCA Registered Agent, 131 S. Dearborn St., Ste. 700, Chicago, IL 60603; (866) 878-3231. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or the subject of infringing activity; (d) the name, address, telephone number, and email address of the complaining party; (e) a statement that the complaining party has 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 (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. Notices and counter-notices with respect to the website should be sent to the address above.