Sprout Social™ Terms of Service
These Terms of Service are effective as of February 12, 2016. THESE TERMS OF SERVICE ("TERMS") GOVERN YOUR USE OF OUR LANDSCAPE SERVICE ("Landscape").
Acceptance of Terms
- Sprout Social, Inc. ("Sprout Social", "We" or "Our") provides Landscape to You through its web site located at www.sproutsocial.com/landscape (the "Site"), subject to these Terms.
- By accepting the Terms, or by accessing or using Landscape or Site, You represent and acknowledge that You have read, understood, and agree to be bound by these Terms, and that any information You provide to Sprout Social™ is accurate.
- You acknowledge that these Terms constitute a contract between You and Sprout Social™ related to your use of Landscape, even though it is electronic and is not physically signed by You and Sprout Social™. You further acknowledge that these Terms govern Your use of Landscape and, except for written addendums signed by the parties that specifically modify these Terms, these Terms supersede any other agreements between You and Sprout Social™ related to Your use of Landscape.
Availability of the Site
You acknowledge that there may be interruptions in service or events that are beyond our control. While we use reasonable efforts to keep the Site accessible, the Site may be unavailable from time to time for any reason including, without limitation, routine maintenance. You understand and acknowledge that due to circumstances both within and outside of our control, Site access may be interrupted, suspended or terminated. You further understand that there may be interruptions in service or events on third-party sites that may affect your use of Landscape (defined below) and that are beyond our control to prevent or correct.
Description of Service
"Landscape" includes (a) the Site, and (b) the other services provided to You through the Site (collectively, "Content"). Any new features added to or augmenting Landscape are also subject to these Terms.
Third Party Services
External Sites. Landscape may contain links to, or otherwise may allow You to connect to and use certain third party products, services or software under separate terms and conditions (collectively, "Third-party Services") in conjunction with Landscape. If You decide to access and use such Third-party Services, be advised that Your use is governed solely by the terms and conditions of such Third-party Services, and We do not endorse, are not responsible for, and make no representations as to such Third-party Services, their content or the manner in which they handle Your data. Sprout Social™ is not liable for any damage or loss caused or alleged to be caused by or in connection with Your access or use of any such Third-party Services, or Your reliance on the privacy practices or other policies of such Third-party Services.
Intellectual Property Rights
- Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "Intellectual Property Rights"). The rights granted to You to use Landscape under these Terms do not convey any additional rights in Landscape, or in any Intellectual Property Rights associated therewith
- You warrant that for any images you process with Landscape and/or upload to the Site that You have all necessary rights and authority to use said image(s) and process them with Landscape.
- All rights, title and interest in and to Landscape and its components, including all related intellectual property rights, will remain with and belong exclusively to Sprout Social™ and, if any, its third-party vendors.
- Upon the condition that you comply with all of Your obligations under this Agreement, Sprout Social™ grants you a non-exclusive, non-transferable, revocable license to access and use Landscape and the Site, strictly in accordance with this Agreement and subject to all the limitations set forth in this Agreement.
Use the Site
To be eligible to use Landscape, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from Landscape, or not otherwise prohibited from having a SproutSocial.com account, (3) are not a competitor of Sprout Social™ or are not using Landscape for reasons that are in competition with Sprout Social™; (4) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (5) will not violate any rights of Sprout Social™ or any third-party, including intellectual property rights such as copyright or trademark rights; and (6) agree to provide at Your cost all equipment, software, and internet access necessary to use Landscape.
Use of Landscape
You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make Landscape available to any third party, other than as expressly permitted by these Terms; (b) use Landscape to process data on behalf of any third party, (c) modify, adapt or hack Landscape to falsely imply any sponsorship or association with Sprout Social™, or otherwise attempt to gain unauthorized access to Landscape or its related systems or networks; (d) use Landscape in any unlawful manner, including but not limited to violation of any persons privacy rights, infringing any person’s intellectual property rights, or sending spam or otherwise duplicative or unsolicited messages in violation of applicable law, (e) use Landscape in any manner that interferes with or disrupts the integrity or performance of Landscape and its components; (f) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up Landscape; (g) use Landscape to knowingly post, upload, link to, send or store any content that is unlawful, racist, hateful, obscene, discriminatory, or contains any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (h) attempt to use any method to gain unauthorized access to any paid features of the Site; (i) unless otherwise explicitly agreed to in writing by Sprout Social™, use the Site or any content obtained from it to develop, as a component of, any information, storage and retrieval system, database, information base, or similar resource (in any media now existing or hereafter developed), that is offered for commercial distribution of any kind, including through sale, license, lease, rental, subscription, or any other commercial distribution mechanism; (j) use automated scripts to collect information from or otherwise interact with the Site or Landscape; (k) deep-link to the Site for any purpose (other than Sprout Social’s home page), unless expressly authorized in writing by Sprout Social™; or (l) try to use, or use Landscape in violation of these Terms.
Cancellation and Termination
Sprout Social™ reserves the right to, without notice, (i) modify or discontinue, temporarily or permanently, Landscape (or any part thereof) and (ii) refuse any/all current and future use of Landscape, suspend or terminate your account or any part thereof (or Your use of Landscape), and remove and discard any of Your content within Landscape if We believe that You have violated these Terms. Sprout Social™ will terminate your account if it suspects any fraudulent, abusive, or illegal, and may be referred to law enforcement authorities. Sprout Social™ shall not be liable to You or any third party for any modification, suspension or discontinuation of Landscape.
Disclaimer of Warranties and Liability
- LANDSCAPE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND SPROUT SOCIAL™ EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- SPROUT SOCIAL™ DOES NOT REPRESENT OR WARRANT THAT LANDSCAPE, CONTENT OR MATERIALS FROM OR RELATED TO LANDSCAPE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR LANDSCAPE, SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. ALL RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES CAUSED BY VIRUSES CONTAINED WITHIN THE ELECTRONIC FILE CONTAINING A FORM OR DOCUMENT IS DISCLAIMED. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SITE, THE SOFTWARE, OR ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.
- YOU ACKNOWLEDGE THAT SPROUT SOCIAL™ DOES NOT WARRANT THAT INFORMATION OR ADVICE OBTAINED BY YOU FROM SPROUT SOCIAL™ OR THROUGH LANDSCAPE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. SPROUT SOCIAL™ DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN THE FUNCTIONING OF THE WEBSITE, EXCEPT AS OTHERWISE EXPRESSLY SETFORTH HEREIN. FURTHERMORE, SPROUT SOCIAL™ DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF LANDSCAPE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO LANDSCAPE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. Under no circumstances will Sprout Social™ be responsible for any loss or damage, including, but not limited to personal injury or death, resulting from use of the Site or Landscape, or any interactions between users of the Site or Landscape, whether online or offline.
- We do not control and We are not responsible for what users post, transmit or share on or through the Site or any other website (even if such content is published on or through the Site). Furthermore, we are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content You may encounter on the Site. Sprout Social™ is not responsible for the conduct, whether online or offline, of any user of the Site or Landscape. Further, Sprout Social™ is not responsible or liable in any manner for any 3rd party applications, software, viruses, etc. that are uploaded or posted on the Site, caused by users of the Site, or that are related to the use of Landscape by third parties, or caused by any third parties’ use of the equipment or programming associated with or utilized in the Site or Landscape.
- SPROUT SOCIAL™ CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR LANDSCAPE.
Limitation of Liability
- NO CONSEQUENTIAL DAMAGES. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL SPROUT SOCIAL™ OR ITS AFFILIATES OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY YOU IN CONNECTION WITH THESE TERMS OR LANDSCAPE, REGARDLESS OF WHETHER SPROUT SOCIAL™ HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
- LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, SPROUT SOCIAL’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY, FOR DAMAGES (MONETARY OR OTHERWISE) UNDER THESE TERMS CLAIMED BY YOU OR ANY THIRD PARTY ARISING FROM OUR SERVICE, SHALL BE LIMITED TO THE LESSER OF (I) ACTUAL DAMAGES INCURRED, OR (II) ONE DOLLAR ($1.00). THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 10.B. IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THAT LANDSCAPE IS PROVIDED FREE OF CHARGE UNDER THIS AGREEMENT, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF SPROUT SOCIAL™ WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
- Some jurisdictions 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 to You. IN THESE JURISDICTIONS, SPROUT SOCIAL’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- INFRINGEMENT If Your use of Landscape has become, or in Sprout Social’s opinion is likely to become, the subject of any such Claim, Sprout Social™ may at its option and expense (a) procure for You the right to continue using Landscape as set forth hereunder; (b) replace or modify Landscape to make it non-infringing; or (c) terminate Landscape. This Section 10.D. states Your sole, exclusive and entire liability of Sprout Social™ with respect to a claim brought by You related to Your permitted use of Landscape.
Indemnification by You. You agree to defend, indemnify, and hold harmless Sprout Social™ from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from Your breach of these Terms, or Your and Your end users’ access to, use, misuse or illegal use of Landscape. Sprout Social™ will provide You notice of any such claim, suit, or proceeding. Sprout Social™ reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any reasonable requests to assist Sprout Social’s defense of such matter.
You may not assign these Terms or any of its rights under these Terms, directly, by operation of law or otherwise, without the prior written consent of Sprout Social™. Subject to the foregoing restrictions on assignment, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of this Section will be void. These Terms shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.
Entire Agreement; Amended Terms
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, all previous understandings whether oral or written having been merged herein. No representations or warranties have been made other than those expressly set forth herein. Without limiting the foregoing, the parties have not relied on any oral statements that are not included in the Terms. The Terms may not be changed, modified, renewed, extended, or discharged or any covenant or provision hereof waived except by an agreement in writing signed by both parties. These Terms supersede prior versions of these Terms.
Notwithstanding the foregoing, We may amend these Terms from time to time, in which case the new Terms will supersede prior versions.
If any provision of these Terms, or the application thereof under certain circumstances, is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms, or the application of such provision under other circumstances, shall remain in full force and effect.
Your use of Service, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department's Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, re-export, transfer, divert, or otherwise dispose of any Service or Software to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.
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.
Sections 1 (Acceptance of Terms), 5 A-D. (Intellectual Property Rights) 8 (Cancellation and Termination), 9 (Disclaimer of Warranties and Liability), 10 (Limitation of Liability), 11 (Indemnification), 12 (Assignment), 13 (Entire Agreement; Amended Terms), 14 (Severability), 15 (Export Compliance and Use Restrictions), 16 (Relationship; Independent Contractor), 18 (Governing Law), 19 (Arbitration of Disputes), and 22 (No Waiver) will survive any termination of these Terms.
The validity, interpretation and performance of these Terms shall be governed by the laws of the State of Illinois without giving effect to the conflicts of laws provisions or principals thereof.
Arbitration of Disputes
If we cannot amicably resolve any legal dispute or damage claim that should arise from your interactions with the Site, Landscape, and/or Sprout Social™, you agree to resolve any such dispute or damage claim by arbitration. The arbitration proceeding shall be conducted in Chicago, Illinois, in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of both you and Sprout Social™. If we cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators. The laws of the State of Illinois shall apply to the arbitration proceedings. You agree that the arbitrator cannot award punitive damages to either of us and agree to be bound by the arbitrator's findings. 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.
ARBITRATION MUST BE ON AN INDIVIDUAL BASIS. THIS MEANS NEITHER YOU NOR WE MAY JOIN OR CONSOLIDATE CLAIMS IN ARBITRATION BY OR AGAINST THE OTHER, OR LITIGATE IN COURT OR ARBITRATE ANY CLAIMS AS A REPRESENTATIVE OR MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY.
Only a court, and not an arbitrator, shall determine the validity and effect of the Class Action Waiver. Even if all parties have opted to litigate a claim in court, You or we may elect arbitration with respect to any claim made by a new party or any new claims later asserted in that lawsuit.
Federal Government End Use Provisions
If you are a U.S. federal government end user, this Service is a "Commercial Item" 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, this Service is licensed to you with only those rights as provided under the terms and conditions of these Terms.
Digital Millennium Copyright Act
- 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 US copyright law. If you believe in good faith that content or material on this website infringes a copyright owned by you, you (or your agent) may send Sprout Social a notice requesting that the material be removed, or access to it blocked. This request should be sent to: email@example.com; or, alternatively to: Sprout Social, Inc., Attn: DMCA Registered Agent, 131 S. Dearborn St., Ste. 1000, Chicago, IL 60603.
- 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.
Sprout Social’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.