Sprout Social Influencer Marketing Payment Feature Terms​​ 

This Influencer Marketing Payment Features Addendum ("Payment Addendum") governs Subscriber's use of Payment Features (as defined below) available through the Influencer Marketing Subscription Services and is incorporated into the agreement in place between the parties with respect to the use of Influencer Marketing Subscription Services ("Agreement"). Capitalized terms used but not defined in this Payment Addendum have the meanings given in the Agreement or the Influencer Marketing Product Terms. In the event of any conflict between this Payment Addendum and the Agreement, this Payment Addendum prevails with respect to the subject matter hereof.​​ 

1. Begriffsklärung.​​ 

"Payment Features" means any features or functionality within the Influencer Marketing Subscription Services that enable Subscriber to initiate, facilitate, or manage payments to Creators through a Payment Service Provider.​​ 

"Payment Service Provider" or "PSP" means a third-party payment processing service integrated with the Influencer Marketing Subscription Services.​​ 

"Payment Instruction" means any request, instruction, or action by Subscriber or its Authorized Users through the Influencer Marketing Subscription Services to initiate, authorize, or trigger a payment or release of funds to a Creator through a Payment Service Provider.​​ 

"In-Product Payment Features" means Payment Features that enable Subscriber to submit Payment Instructions directly within the Influencer Marketing Subscription Services, including triggering the release of funds from Subscriber's account with a Payment Service Provider. Not all Payment Service Providers support In-Product Payment Features.​​ 

2. Sprout Social's Limited Role.​​ 

(a) Sprout Social provides Payment Features solely as a convenience to Subscriber. Sprout Social is not a payment processor, money transmitter, money services business, merchant of record, escrow agent, or financial institution. Sprout Social does not at any point receive, hold, custody, control, or have access to any funds in connection with the Payment Features.​​ 

(b) Sprout Social's role is limited to providing an interface through which Subscriber may interact with Payment Service Providers. When Subscriber uses a Payment Feature, Sprout Social transmits Subscriber's Payment Instructions or identifying information to the applicable Payment Service Provider via API or other integration. All payment processing, fund custody, fund disbursement, currency conversion, and related financial services are performed solely by the Payment Service Provider (and its banking partners, subprocessors, and other service providers) pursuant to the Payment Service Provider's own terms and conditions.​​ 

(c) Sprout Social does not verify, validate, or guarantee the accuracy, completeness, or success of any Payment Instruction or any payment processed by a Payment Service Provider. Sprout Social has no obligation or ability to monitor, reverse, recall, or modify any Payment Instruction or payment after it has been transmitted to a Payment Service Provider.​​ 

3. Payment Service Provider Terms.​​ 

(a) Subscriber's use of any Payment Service Provider is governed solely by the terms and conditions between Subscriber (and/or Subscriber's Creators) and the applicable Payment Service Provider ("PSP Terms"). Subscriber is solely responsible for reviewing, accepting, and complying with the PSP Terms. Sprout Social is not a party to the PSP Terms and has no responsibility or liability arising from the PSP Terms or Subscriber's relationship with any Payment Service Provider.​​ 

(b) Subscriber acknowledges that each Payment Service Provider is an independent third party and not an agent, contractor, or affiliate of Sprout Social. Sprout Social does not control, endorse, or make any representations regarding any Payment Service Provider, including its availability, reliability, security, licensing status, regulatory compliance, or suitability for Subscriber's needs.​​ 

(c) Sprout Social does not guarantee the continued availability of any Payment Service Provider or any Payment Feature. Sprout Social may add, modify, or discontinue any Payment Feature or integration with any Payment Service Provider at any time, with or without notice.​​ 

4. In-Product Payment Features.​​ 

This Section 4 applies to Payment Features that enable Subscriber to submit Payment Instructions directly within the Influencer Marketing Subscription Services (e.g., triggering the release of funds from Subscriber's stored-value account with a Payment Service Provider).​​ 

(a) Finality of Payment Instructions. Payment Instructions submitted through In-Product Payment Features are final and irrevocable once transmitted to the applicable Payment Service Provider. Sprout Social has no ability or obligation to reverse, recall, cancel, or modify any Payment Instruction after transmission. Subscriber is solely responsible for verifying the accuracy of all Payment Instructions, including the recipient, amount, and any other details, before submission.​​ 

(b) Account Security. Subscriber is solely responsible for maintaining the security of its Account credentials and for all Payment Instructions submitted through its Account, whether or not authorized by Subscriber. Sprout Social will not be responsible for any Payment Instructions submitted through Subscriber's Account as a result of unauthorized access, except to the extent directly caused by Sprout Social's gross negligence or willful misconduct.​​ 

(c) Confirmation. Sprout Social may display transaction confirmations or status information received from a Payment Service Provider within the Influencer Marketing Subscription Services. Such information is provided for convenience only and may not reflect the final status of a transaction. Subscriber should confirm the status of any payment directly with the applicable Payment Service Provider.​​ 

5. Fund Custody and Protection.​​ 

(a) All funds associated with Payment Features are held, managed, and disbursed by the applicable Payment Service Provider (and its banking partners and subprocessors), not by Sprout Social. Sprout Social makes no representations regarding the financial condition, solvency, or regulatory status of any Payment Service Provider or its banking partners, or regarding the safety or availability of any funds held by a Payment Service Provider.​​ 

(b) Subscriber acknowledges that the protection of funds held by a Payment Service Provider (including any applicable deposit insurance, such as FDIC insurance) is governed by the terms and conditions of the applicable Payment Service Provider and the laws and regulations applicable to that Payment Service Provider and its banking partners. Sprout Social does not guarantee, and shall have no liability for, the protection, availability, or return of any funds held by a Payment Service Provider.​​ 

(c) In the event a Payment Service Provider becomes insolvent, experiences a service disruption, or is otherwise unable to process payments or return funds, Subscriber's sole recourse shall be against the Payment Service Provider directly (and/or its banking partners, as applicable). Sprout Social shall have no liability for any loss of funds, delay in payment, or inability to access funds resulting from the acts or omissions of a Payment Service Provider or its banking partners.​​ 

6. Tax Reporting.​​ 

(a) Sprout Social does not provide tax advice or tax reporting services. Sprout Social does not file information returns (such as IRS Forms 1099-NEC or 1099-K) on Subscriber's behalf and has no obligation to do so.​​ 

(b) Certain Payment Service Providers may, as part of their services, provide tax compliance features, including the collection of tax identification information from payees and the filing of information returns (such as IRS Forms 1099-K) with respect to payments processed through their platforms. The availability and scope of such tax compliance features are governed by the applicable PSP Terms and are the sole responsibility of the Payment Service Provider. Sprout Social makes no representation that any Payment Service Provider's tax compliance features will satisfy Subscriber's tax reporting or withholding obligations.​​ 

(c) Subscriber is solely responsible for determining and complying with all applicable tax reporting, withholding, and filing obligations arising from payments made to Creators, including determining whether the filing of information returns by a Payment Service Provider relieves Subscriber of any obligation to file its own information returns. Subscriber should consult with its own tax advisors regarding its obligations.​​ 

7. Disputes.​​ 

Sprout Social is not a party to any transaction between Subscriber and any Creator. Sprout Social has no role in and assumes no responsibility for any dispute between Subscriber and any Creator, including disputes relating to the quality, timeliness, or delivery of services by a Creator, the accuracy of any payment, or the return or refund of any funds. Subscriber's sole recourse for payment disputes is against the Creator directly and/or the applicable Payment Service Provider in accordance with the PSP Terms.​​ 

8. Disclaimer of Liability for Payment Features.​​ 

WITHOUT LIMITING ANY LIMITATIONS ON LIABILITY OR OTHER DISCLAIMERS IN THE AGREEMENT, SPROUT SOCIAL AND ITS AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER FOR: (A) ANY LOSS OF FUNDS, MISDIRECTED PAYMENTS, DUPLICATE PAYMENTS, UNAUTHORIZED PAYMENT INSTRUCTIONS, DELAYED PAYMENTS, FAILED PAYMENTS, OR ERRORS IN CURRENCY CONVERSION; (B) ANY ACTS, OMISSIONS, ERRORS, INSOLVENCY, SERVICE DISRUPTIONS, SECURITY INCIDENTS, OR REGULATORY NONCOMPLIANCE OF ANY PAYMENT SERVICE PROVIDER OR ITS BANKING PARTNERS, SUBPROCESSORS, OR OTHER SERVICE PROVIDERS; (C) ANY LOSS OF OR INABILITY TO ACCESS FUNDS HELD BY A PAYMENT SERVICE PROVIDER; (D) ANY TAX LIABILITY, PENALTY, OR INTEREST ARISING FROM SUBSCRIBER'S FAILURE TO COMPLY WITH APPLICABLE TAX REPORTING OR WITHHOLDING OBLIGATIONS; OR (E) ANY OTHER CLAIM ARISING FROM OR RELATED TO SUBSCRIBER'S USE OF PAYMENT FEATURES, EXCEPT TO THE EXTENT ANY SUCH LIABILITY IS DIRECTLY CAUSED BY SPROUT SOCIAL'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.​​ 

THE FOREGOING APPLIES REGARDLESS OF THE THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF WHETHER SPROUT SOCIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.​​ 

9. Subscriber Indemnification.​​ 

Subscriber shall indemnify, defend, and hold harmless Sprout Social and its Affiliates and each of its and their respective officers, directors, employees, agents, successors, and assigns from any actual or threatened third-party claim, demand, proceeding, or suit arising from or relating to: (a) Subscriber's use of Payment Features; (b) any Payment Instruction submitted through Subscriber's Account; (c) any dispute between Subscriber and a Creator regarding payments; or (d) Subscriber's failure to comply with applicable tax reporting or withholding obligations in connection with payments made through Payment Features.​​