Conditions d'utilisation de Sprout Social™

These Sprout Social, Inc. Terms of Service (these “Terms”) constitute a binding agreement between you (“you”, “your”, or “Subscriber”) and Sprout Social, Inc. (“us”, “our”, “we” or “Sprout Social”) governing your use of and access to our Services (as defined below). 

If you are entering into these Terms on behalf of a company, organization, or other legal entity, you acknowledge that you are agreeing to these Terms on behalf of such entity and represent to Sprout Social that you have the authority to bind such entity and its Affiliates (as applicable) to these Terms. In such case, all references to “you”, “your”, or “Subscriber” in these Terms shall refer to such entity and its Affiliates. If you are an Authorized User of an entity, then these Terms will apply to you to the extent they are applicable to Authorized Users. 

By using or accessing the Services or permitting any Authorized User to use or access the Services, you accept and agree to be bound by these Terms. If you do not have the authority to enter into these Terms (including to bind any applicable Affiliates or entities) or you do not agree to these Terms, do not accept these Terms and do not use or access the Services.

1. DEFINITIONS.

1.1. “Account” means a unique account created for you to access the Subscription Services.

1.2. “Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest, or other securities entitled to vote for election of directors or other managing authority.

1.3.“Agency” means a business or organization providing advertising, marketing, or social media services on behalf of another business, person, or group.

1.4. “Application(s)” means the web applications (and any mobile versions) through which the Subscription Services are delivered and accessed, including those available at the Sites. 

1.5. “Authorized User(s)” means an individual who is authorized by you to use the Services under your Account and on your behalf, and who was provided a user identification and password by Sprout Social as directed by you. Authorized User(s) may include your personnel, the personnel of your Affiliates, agents, contractors, consultants, or service providers, or Clients, as each may be applicable.

1.6. “Beta Services” means certain services, features, or functionalities in the Services made available to Sprout Social’s customers for their internal evaluation and testing purposes only, which, at Sprout Social’s sole discretion, may or may not be made generally available thereafter.

1.7. “Claim” means any legal action, claim, demand, proceeding or suit. 

1.8. “Client” means a customer of Subscriber for whom Subscriber is purchasing and/or using the Services (if applicable).

1.9. “Content” all information, data, content, messages and other materials that you or your Authorized Users post or otherwise transmit via the Applications.

1.10. “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: (a) a reasonable person would consider confidential, or (b) is marked “confidential” or “proprietary” or some similar designation by the disclosing party.

1.11. “DPA” means the Sprout Social Data Processing Addendum located at: https://media.sproutsocial.com/uploads/Downloadable-Customer-DPA.pdf. 

1.12. “Employee Advocacy Subscription Services” means the proprietary employee advocacy subscription services provided by Sprout Social, which include use of Sprout Social’s web-based applications, mobile applications (if applicable), technical support, and applicable documentation, each corresponding to the Plan.

1.13. “Feedback” means any suggestions, enhancement requests, recommendations or other feedback you provide to Sprout Social regarding the Services.

1.14. “Free Trial” means access to the Services on a trial or evaluation basis at no charge.

1.15. “Free Trial Period” means the period beginning on the date which you sign up for, or are provisioned access to, the Services as part of a Free Trial and ending on the earlier of: (a) the date which Sprout Social specifies as the end of the Free Trial; (b) the date on which you purchase a paid subscription for the same Services; or (c) the date on which Sprout Social terminates your access to such Services, which Sprout Social may do at any time in its sole discretion.  

1.16. “Influencer Marketing Subscription Services” means the proprietary influencer marketing subscription services, which include the use of Sprout Social’s web-based Applications, technical support, and applicable documentation, each corresponding to the applicable Plan.

1.17. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights law, and all similar or equivalent rights or forms of protection, in any part of the world, in each case, for their full term and together with any renewals or extensions.

1.18. “Plan” means the specific services and product features available to you based upon your subscription. Plan details may be outlined within the Application or on a Service Order. 

1.19. “Product-Specific Terms” means the additional terms and conditions required for you to access and use the respective Subscription Services. The Product-Specific Terms for the Sprout Social Subscription Services are located at https://sproutsocial.com/legal/sprout-product-terms. The Product Specific Terms for the Influencer Marketing Subscription Services are located at https://sproutsocial.com/legal/sprout-social-influencer-marketing-product-terms. The Product-Specific Terms are incorporated into these Terms to the extent they apply to the Services procured by you. 

1.20. “Professional Services” means implementation, training, or other consulting services provided by Sprout Social related to your use of the Subscription Services, as set forth in the applicable Plan, Service Order, and/or statement of work. 

1.21. “Services” means, collectively, the Subscription Services and Professional Services provided to Subscriber under Subscriber’s Plan. The Services specifically exclude any third-party database or Third-party Service. 

1.22. “Service Order” means a document with the details of your Plan, which is agreed upon and signed by both parties. 

1.23. “Sites” means https://app.sproutsocial.com, https://advocacy.sproutsocial.com, https://influencer.sproutsocial.com and/or any additional sites through which the Subscription Services are accessible in the future, as applicable.

1.24. “Sprout Social Subscription Services” means the proprietary social media marketing, analytics, and listening subscription services provided by Sprout Social, which include the use of Sprout Social’s web-based Applications, mobile Applications (if applicable), technical support, and applicable documentation, each corresponding to the applicable Plan.

1.25. “Subscription Services” means the Sprout Social Subscription Services, Employee Advocacy and/or the Influencer Marketing Subscription Services purchased by Subscriber per the applicable Plan or Service Order. Subscription Services do not include Professional Services or any Third-party Services. 

1.26. “Subscription Term” means the subscription term set forth in the applicable Plan or Service Order.  

1.27. “Taxes” means taxes, duties, and other governmental charges including, but not limited to, federal, government, state and local sales, use, excise and value-added taxes (but excluding any taxes due on Sprout Social's income, property or employees).

1.28. “Third-party Content” means content that the Services collect on your behalf from Third-party Services. 

1.29. “Third-party Service” means any third-party product, service, or software provided under separate terms and conditions used in conjunction with the Services, including but not limited to certain social media networks and other integration partners. 

1.30. “Third-party Service Terms” means the terms and conditions, acceptable use policies, or any other similar policies or terms of any Third-party Services as further defined in the Usage Policy. 

1.31. “Usage Policy” means Sprout Social’s Usage Policy applicable to the Services located at https://sproutsocial.com/legal/usage-policy. 

2. YOUR PLAN

2.1. Plan Details. The Services available to you will be based on your Plan.

1. 2.1.1. In-App Purchases (Available for Sprout Social Subscription Services only). If you purchased the Sprout Social Subscription Services within the Application, the details of your Plan will be set forth on the billing page within the Application.

2. 2.1.2. Service Orders.  If you signed a Service Order, the details of your Plan will be provided on such Service Order.  These Terms are incorporated and made part of each Service Order (if any). If there is a conflict between these Terms and the terms of a Service Order, these Terms will control unless the Service Order states that a specific provision of these Terms is superseded by a specific provision of the Service Order.

3. 2.2. Add-Ons; Professional Services. Any additional Services or Service features, including but not limited to, listening, analytics, bots, or customer service, or any additional users, profiles, groups, brand keywords, and other features or functionality that you later add to an existing Plan (the “Add-Ons”) during your Subscription Term shall be subject to these Terms. Any Professional Services shall also be subject to these Terms and any applicable Service Order or statements of work.

3. USE OF AND ACCESS TO THE SERVICES

3.1. Use of the Services

1. 3.1.1. Right to Use the Services. Subject to your compliance with these Terms, including the applicable Product-Specific Terms and the terms of any applicable Service Order, Sprout Social grants to you a limited, non-exclusive, non-transferable, non-sublicensable revocable right during the Subscription Term to use the Services solely for your own internal business operations or on behalf of your Clients, if applicable. If your Plan or applicable Service Order permits usage by your Clients, such Clients may use the Services in accordance with these Terms. You agree that Sprout Social and its Affiliates (as applicable) can access your Account as necessary to provide you with the Services and any related support.

2. 3.1.2. Protection Against Unauthorized Use. You agree to use reasonable efforts to prevent any unauthorized use of the Services and to immediately notify us if you discover any unauthorized use of the Services. Immediately upon discovery of unauthorized use, you will take all necessary steps to terminate the unauthorized use and cooperate with us in preventing any further unauthorized use. You acknowledge that our Services support login through two-factor authentication and agree that Sprout Social will not be responsible for any damages, losses, or liability that would have been prevented by the implementation of such two-factor authentication by you or your Authorized Users.

3. 3.2. Access and Authorized Users 

   1. 3.2.1. Authorized Users. You acknowledge and agree that you are responsible for your Authorized Users’ compliance with these Terms, all activity conducted under your Account (regardless of knowledge or intent) and for all Content that you or your Authorized Users post or otherwise transmit via the Subscription Services.  You further acknowledge and agree that you are responsible for managing access to your Account and that each Authorized User will be issued its own unique user identification and password. You shall ensure that credentials are kept confidential and not shared by more than one Authorized User and that Authorized Users are using the Subscription Services solely on your behalf. You shall have sole responsibility for the accuracy, quality, and legality of the Content and the means by which you acquired the Content. Except as provided in Section 3.2.3 (“Agency Subscribers”), 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.

   2. 3.2.2. Affiliates. Subject to compliance with these Terms and any limitations in your Plan or a Service Order (if applicable), your Affiliates may access and use the Subscription Services. However, if any separate billing or Accounts are required for any of your Affiliates, the Affiliate will need to purchase its own Plan.

   3. 3.2.3. Agency Subscribers. If you are an Agency, you may use the Services on behalf of your Clients and charge your Clients for such use of our Services. As an Agency, you are liable for all use of the Services by your Clients. By adding a 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 Services on behalf of a Client, or permit your Clients to access and use the Services under your Account, you are responsible for ensuring that such Client is not able to access the confidential or proprietary information of another Client. You may only assign one Client to a Group and may not grant access to one Client’s Group to another Client or third party without the assigned Client’s consent. You acknowledge that if you are participating in Sprout Social’s Agency Partner Program, you are also subject to the Sprout Social Partner Program Agreement found at https://sproutsocial.com/agencies/terms/. 

4. 3.3. Use Restrictions. You must use the Services in accordance with: (a) these Terms; (b) the applicable Product-Specific Terms; and (c) the Usage Policy. Although we do not monitor content published through the Services and are not responsible for any content published through the Services, 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.

5. 3.4. Right to Suspend Services. We may restrict functionality or temporarily suspend your (or any Client’s or Affiliate’s) use of the Services if we reasonably and in good faith believe such suspension is necessary to prevent unauthorized use of the Services (including but not limited to a violation of these Terms) or to prevent an ongoing violation of any applicable laws or regulations. We will use commercially reasonable efforts to notify you by email prior to such suspension unless we believe that 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. In addition, if you fail to timely pay any fees in accordance with these Terms and/or any Plan or Service Order, we may, without limitation to any of our other rights or remedies, suspend your use of the Services until we receive all amounts due. We will not be liable to you or any third parties for any of the foregoing actions.

6. 3.5. Updates to Services. We reserve the right to modify features and functionalities of the Services from time to time in our sole discretion. We will determine in our sole discretion whether such new features and functionalities require additional fees. We may decide to add new features or functionalities to the Services and make them generally available at no cost to our customers. Access to certain new features or functionalities may require acceptance of additional terms presented within the Application. We may or may not provide notice to you of changes to the Services.  We will not be liable to you or to any third party for any modifications, price increases, or discontinuations of the Services.

7. 3.6. Availability of Service. While we will use commercially reasonable efforts to keep the Applications available and accessible, the Applications may be unavailable from time to time for repairs, upgrades, routine and emergency maintenance, or other interruptions that may be out of our reasonable control, including outages of Third-party Services and related application programming interfaces and integrations. Interruptions to your use of the Services shall not serve as a basis to terminate your subscription or entitle you to a full or partial refund or credit of subscription fees.

8. 3.7. Data Use. You acknowledge and authorize Sprout Social’s and its Affiliates’ use of de-identified or de-identified and aggregated data: (a) to compile usage and performance information related to the Services; (b) to operate, improve, develop, and support the Services; (c) to develop and publish benchmarks and similar informational reports (such data shall only be disclosed externally in de-identified and aggregated form); or (d) for any other lawful purpose. Sprout Social will ensure that such data is de-identified in such a manner that does not allow for the identification of Subscriber, Subscriber’s users, or Subscriber’s Confidential Information. Sprout Social and its Affiliates will own all Intellectual Property Rights in such de-identified or de-identified and aggregated data and any data derived therefrom.

9. 3.8. Beta Services. From time to time, we may offer you an opportunity to use and test Beta Services. Beta Services are solely for your internal, non-commercial evaluation and testing purposes. Use of any Beta Services is optional and you may accept or decline to use Beta Services as presented in the Services in your sole discretion.  If you elect to use any Beta Services, you agree to be bound by any additional terms and conditions applicable to the Beta Services. You agree that, as between you and Sprout Social, the Beta Services constitute Sprout Social’s Confidential Information. Notwithstanding anything to the contrary in these Terms, Sprout Social provides no warranties for any of the Beta Services and has no obligation to correct, update, modify, or repair any Beta Services. Sprout Social reserves the right to fully or partially discontinue Beta Services at any time and for any reason, temporarily or permanently, with or without notice. Notwithstanding anything to the contrary in these Terms, Sprout Social shall have no liability to you or any third party for any harm or damage arising out of or in connection with any of the Beta Services.

10. 3.9. Free Trials. If you are granted access to use the Services as a part of a Free Trial (including the Beta Services) you shall use the Services only for your internal, non-production, non-commercial evaluation and testing purposes. Your right to use the Services as a part of a Free Trial will immediately terminate at the end of the Free Trial Period. Any continued use of the Services will require you to register for the Services, purchase a subscription, and pay the applicable subscription fees. You acknowledge that any Content entered into the Services during a Free Trial may be permanently lost unless you purchase a subscription for the same Services before the end of the Free Trial Period. In the event of a conflict between this Section and the remainder of these Terms, the terms in this Section 3.9 will control with respect to the portion of the Services offered on a Free Trial basis.

4.  THIRD-PARTY SERVICES

1. 4.1. Connecting to Third-party Services. The Applications contain links to and allow you to connect to and use certain Third-party Services. To use any Third-party Services, you must be registered for or logged into such Third-party Service. By accessing or enabling a Third-party Service within an Application, you are authorizing a secure authentication token to pass from the Third-party Service to the Application for this express purpose.

2. 4.2. Use of Third-party Services. You acknowledge that your use of any Third-party Service is governed solely by the applicable Third-party Service Terms and you agree that you shall use such Third-party Services in compliance with the Third-party Service Terms. Sprout Social does not control, endorse, is not liable for, and makes no representations with respect to any Third-party Service, its availability, its content, or the manner in which a Third-party Service uses, stores, or processes your Content. We are not liable for any damage or loss arising from or in connection with your access to or use of any such Third-party Service or your reliance on the policies, privacy practices, or 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 Services. Certain features of our Services may depend on the availability of these Third-Party Services and the features and functionalities they make available to us. You acknowledge that we do not control the availability, features, or functionality of any Third-party Service, a Third-party Service may change its availability, features or functionalities without any notice to us or you, and we may stop providing access to certain features and functionality of our Services in connection with changes made by a Third-party Service. We shall have no liability to you for any refunds, damages, or losses arising from, or in connection with, any unavailability of or change made by a Third-party Service or any resulting change to our Services. You irrevocably waive any claim against Sprout Social with respect to any Third-party Services.

3. 4.3. Third-party Content. You acknowledge and agree that: (a) with respect to any Third-party Content, you act as a data controller and Sprout Social and its Affiliates, as applicable, act as a data processor; (b) if you connect your Subscription Services Account to any of your accounts with a Third-Party Service, you authorize Sprout Social to process any data from the connected accounts of such Third-Party Services on your behalf; and (c) you shall comply with any applicable Third-party Service Terms (including, but not limited to, any applicable developer policies) and any applicable privacy laws in the creation or use of Third-party Content.

5. FEES AND PAYMENT.

1. You will either pay for your Plan in the Application (if applicable) or upon receipt of an invoice issued by us, subject to the applicable provisions below.

2. 5.1. Payment in Application (applicable to Sprout Social Subscription Services only).

   1. 5.1.1. Monthly Payment Plans. For Plans where you pay Sprout Social on a monthly basis within the Application, we will charge you on the first day of your Subscription Term and automatically on the same date in each subsequent month (“Monthly Pay Date”). We will continue to charge you for your Plan on the Monthly Pay Date, including for any Add-Ons, until you cancel your Plan by accessing the billing page within the Application. If you cancel your Plan in the month preceding your Monthly Pay Date, you will continue to have access to the Services until the following Monthly Pay Date and you will not be issued any refunds or credits for prepaid and unused fees for the remainder of the Subscription Term. We reserve the right to increase pricing for our monthly Plans at any time in our sole discretion. Any price changes to a monthly Plan will take effect on the next Monthly Pay Date following notice to you of such price change.

   2. 5.1.2. Annual Payment Plans. For Plans where you pay Sprout Social on an annual basis in the Application, we will charge you on the first day of your Subscription Term and automatically on the same date in each subsequent year (“Annual Pay Date”). We will continue to charge you for your Plan on the Annual Pay Date, including for any Add-Ons, until you cancel your Plan prior to the next Annual Pay Date by accessing the billing page within the Application. If you cancel your Plan during an ongoing Subscription Term, you will continue to have access to the Services until the following Annual Pay Date, and you will not be issued any refunds or credits for any prepaid and unused fees for the remainder of the Subscription Term. Sprout Social reserves the right to increase subscription fees for your annual Plan on your Annual Pay Date; provided, however, that such increase shall not exceed 7% over the fees related to the immediately preceding Subscription Term unless we provide you notice of different pricing at least sixty (60) days prior to the Annual Pay Date.

   3. 5.1.3. Annual Plans with Monthly Payments. For annual Plans where you pay Sprout Social on a monthly basis in the Application, we will charge you on the first day of your Subscription Term and automatically on the same date in each subsequent month of your Subscription Term. We will continue to charge you for your Plan, including for any Add-Ons, on a monthly basis throughout the duration of your Subscription Term and any subsequent renewal terms until you cancel your Plan at least thirty (30) days prior to the end of your current Subscription Term by notifying your account manager or by email to successteam@sproutsocial.com. If you cancel your Plan during an ongoing Subscription Term, you will not be issued any refunds or credits for any prepaid and unused fees for the remainder of the Subscription Term, and you will be required to pay any and all unpaid fees due to Sprout Social. If you fail to make timely payments, any and all unpaid fees that are outstanding under an applicable Service Order may become immediately due and payable in Sprout Social’s discretion. Sprout Social reserves the right to increase subscription fees for your Plan upon the first day of your renewal Subscription Term; provided, however, that such increase shall not exceed 7% over the fees related to the immediately preceding Subscription Term unless we provide you notice of different pricing at least sixty (60) days prior to the applicable renewal Subscription Term.

3. 5.2. Payment By Invoice. If we invoice you for fees under your Plan, the Subscription Term will be detailed on the Service Order and your fees will be due upon the date of the applicable invoice. Unless otherwise specified on your Service Order, if we do not receive payment within thirty (30) days of the date of the invoice, your Account may be suspended and you will lose access to the Services. 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 must provide such notice via email to successteam@sproutsocial.com at least thirty (30) days prior to the end of the then-current Subscription Term. Sprout Social reserves the right to increase subscription fees upon renewal; provided, however, that such increase shall not exceed 7% over the fees related to the immediately preceding Subscription Term unless we provide you notice of different pricing at least sixty (60) days prior to the applicable renewal Subscription Term.

4. 5.3. Changes To Your Plan. If you upgrade your Plan or add any Add-Ons to your Plan during your Subscription Term, you will be charged the then-current price generally available to Sprout Social customers for the upgrade or Add-Ons, prorated based on the number of days remaining in your Subscription Term (unless otherwise stated on your applicable Service Order). Unless otherwise specified in your Service Order, any upgrade or Add-Ons that you add will be coterminous with the existing Plan and will 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 will not be liable for any such loss.

5. 5.4. Credit Card and PayPal Authorization. You acknowledge and agree that Sprout Social uses a third-party payment processor to process payments made by credit card or PayPal account. By submitting your credit card or PayPal information to Sprout Social, you authorize the third-party payment processor, acting on behalf of Sprout Social, to store such information and to charge the credit card or PayPal account 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. You can choose to set up a backup payment method that will be used if the primary method fails for any reason (such as an expired credit card or insufficient funds). By adding a backup payment method, you agree that, if your primary payment method fails, Sprout Social can automatically charge your backup payment method to avoid any interruptions or suspensions to your Account.

6. 5.5. 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. Except for amounts disputed by you in good faith, any amount not paid when due shall be subject to finance charges equal to one and one-half percent (1.5%) of the unpaid balance per month (determined and compounded daily from the date due until the date paid) or the highest rate permitted by applicable law, whichever is less. You will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by us to collect any amount that is not paid when due. Amounts due from you under these Terms shall not be withheld or offset by you against amounts due to you for any reason.

7. 5.6. Taxes. You are responsible for the payment of any applicable Taxes resulting from your purchase or use of the Services. Applicable taxes may be charged to you if you pay within the Application or presented to you on an invoice, unless you provide a current and valid applicable tax exemption certificate to billingteam@sproutsocial.com before charges are incurred or an invoice is generated. In the event that any applicable taxes are not presented in the Application or are not included on your invoice, compliance with such applicable taxes is your sole responsibility. For customers located outside of the United States, in the event that you are required by law to withhold taxes from payments to Sprout Social, all amounts payable by you hereunder shall be grossed up such that the amount payable by you, net of withholding taxes, is equal to the total subscription fee as presented on in the Application or on the Service Order, as applicable.

8. 5.7. Purchases through Reseller. If you purchase the Services through an authorized reseller or distributor of the Services (the “Reseller”), you will enter into a separate agreement or ordering document with such Reseller. Such agreement (the “Reseller Agreement”) shall address, as between you and the Reseller, any relevant terms and conditions, which may include, without limitation: the quantity of products and services purchased, the service term, fees, payment and applicable taxes. You acknowledge that the Reseller Agreement is solely between you and the Reseller and is not binding on Sprout Social. Any disputes related to the Reseller Agreement shall be handled directly between you and the Reseller. Notwithstanding the foregoing, you acknowledge and agree that although purchased through a Reseller, the Services will be provisioned to you by Sprout Social; therefore, these Terms continue to apply and will govern your access to and use of the Services. In the event of any conflict between these Terms and a Reseller Agreement, these Terms shall govern as between you and Sprout Social.

6. CANCELLATION AND TERMINATION

1. 6.1.  Termination by You. You may only cancel your Plan and terminate these Terms: (a) in accordance with Section 5 (Fees and Payment) (where applicable); or (b) 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. Where Section 6.1(b) applies, you may terminate these Terms and receive a prorated refund of any prepaid and unused fees. In all other instances of termination, you will not be entitled to any refunds or credits, and any unpaid fees under your Plan for the applicable Subscription Term will remain due and payable.

2. 6.2. Termination by Us. We may terminate these Terms, your Plan, or a Service Order and your use of the Services for any of the following reasons: (a) you fail to comply with these Terms; (b) you do not pay your fees in accordance with the payment terms under your Plan or Service Order; (c) at the expiration of the subscription period of your Plan if we provide prior written notice to you; (d) 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 (e) if we reasonably determine you are acting or have acted in a way that could present substantial reputational harm to Sprout Social, its Affiliates or its current or prospective partners or customers. In no event will any termination by us for any of 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 remain due and payable. Any suspected fraudulent, abusive, hateful, discriminatory or illegal activity may be grounds for immediate termination of your use of the Services and may be referred to law enforcement authorities.

3. 6.3. Post Termination Obligations. If these Terms, your Plan or a Service Order expires or is cancelled or terminated for any reason: (a) you will pay to Sprout Social any fees or other amounts that have accrued prior to the effective date of the termination; (b) any and all liabilities accrued prior to the effective date of termination will survive; and (c) your access to and use of the  Services will cease. Sprout Social shall have the right to remove your Account information, Account settings, and Content within thirty (30) days of such expiration, cancellation, or termination with no liability or notice to you. Once your Account information, Account settings, and Content are deleted, you will not be able to recover them, except for any Content that remains on Third-party Services pursuant to such Third-party Service Terms.

7.  INFORMATIONS CONFIDENTIELLES

1. 7.1.  Protection of Confidential Information. The receiving party shall: (a) not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information of the disclosing party for any purpose outside of the scope of these Terms; and (b) take all actions reasonably necessary and appropriate to prevent the unauthorized disclosure of such Confidential Information, and (c) at all times exercise at least a reasonable level of care with respect to such Confidential Information. 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 hereunder and who are subject to confidentiality obligations consistent with these Terms.

2. 7.2.  Exclusions to Confidential Information. Confidential Information shall not include any information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) 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; (c) the receiving party rightfully knew or possessed prior to receipt from the disclosing party under these Terms; (d) is obtained by the receiving party from a third party without a breach of confidentiality obligations; or (e) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.

3. 7.3. Compelled Disclosure. The receiving party shall not be in violation of its confidentiality obligations for disclosing Confidential Information as required by applicable law or regulation or in response to a valid order by a court or other governmental body, as long as the receiving party provides the disclosing party (to the extent legally permissible) with prior written notice of the disclosure to permit the disclosing party to seek confidential treatment of that information and limits such disclosure to what is required by law or legal order.

8. WARRANTIES AND DISCLAIMER

1. 8.1. Subscriber Warranties. You hereby represent and warrant that: (a) you will use the Services in compliance with all applicable laws and regulations; (b) the information you provide in registering for the Services is accurate, complete, and rightfully yours to use; (c) all Authorized Users are 18 years old or older; (d) you are not prohibited or restricted from having a Sprout Social account; (e) you are authorized to submit the Content and your Content has not been collected, stored, or transferred to Sprout Social and its Affiliates in violation of any law, regulation, third party rights or contractual restrictions; and (f) you are not a competitor of Sprout Social or using the Services for purposes that are competitive with Sprout Social.

2. 8.2. DISCLAIMER. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, GUARANTEES, CONDITIONS, OR REPRESENTATIONS OF ANY KIND, AND, 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 ON BEHALF OF SPROUT SOCIAL AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR LICENSORS. SPROUT SOCIAL AND ITS AFFILIATES RELY ON THIRD PARTY DATA SOURCES FOR INFORMATION AND THEREFORE DO NOT WARRANT THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES WILL BE UNINTERRUPTED, AVAILABLE, ACCESSIBLE, SECURE, TIMELY, ACCURATE, COMPLETE, FREE FROM VIRUSES, ERROR-FREE, OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES OR THIRD PARTY DATA WILL ALWAYS BE AVAILABLE. SPROUT SOCIAL DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICES DUE TO INAPPROPRIATE EQUIPMENT, INTERRUPTIONS, OR OTHER ISSUES RELATED TO THE INTERNET AND ELECTRONIC COMMUNICATIONS SERVICE PROVIDERS, OR ANY OTHER DELAY, ERROR, OMISSION, INTERRUPTION, DELETION, THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, OR LOSS OF DATA ON THE SERVICES, ALL OF WHICH ARE NOT WITHIN SPROUT SOCIAL’S REASONABLE CONTROL. WE DO NOT PROVIDE ANY WARRANTIES, INDEMNITIES OR REMEDIES FOR ANY FREE TRIALS OR BETA SERVICES OR ANY FEATURE OF THE SERVICES IN BETA OR IN A FREE TRIAL VERSION. BETA SERVICES AND FREE TRIALS ARE OPTIONAL AND ARE USED AT YOUR OWN RISK.

9. INDEMNIFICATION

1. 9.1. Indemnification by Sprout Social. 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) brought by a third party against you alleging that your use of the Services, as permitted herein, infringes or misappropriates the Intellectual Property Rights of such third party.

2. 9.2. Infringement Remedy. If you are enjoined or otherwise prohibited from using the Services or a portion thereof based on an allegation that the Services violate the Intellectual Property Rights of a third party, 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 Services; (b) modify the allegedly infringing portions of the Services so as to render them non-infringing without substantially diminishing their functionality; or (c) replace the allegedly infringing portions of the Services 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 Plan or Service Order (or portion thereof), and will promptly provide a prorated refund or credit to you for any prepaid unused fees.

3. 9.3. Exclusions from Obligations. We will not have any obligation under this Section 9 for any infringement or misappropriation that arises from or is based upon: (a) any use of the Services in combination with other products or services, if such infringement or misappropriation would not have arisen but for such combination; (b) any components or other aspects of the Services that are provided by you, or provided by us to comply with your requirements or specifications, if the alleged infringement or misappropriation would have arisen but for such components or aspects; (c) use of the Services in a manner or for purposes not intended or permitted by these Terms, or is otherwise outside of the scope of the rights granted to you hereunder; (d) your failure to use the Services in accordance with these Terms or any written instructions provided by us, if the infringement or misappropriation would not have occurred but for such failure; (e) any modification of the Services not made or authorized in writing by Sprout Social where such infringement or misappropriation would not have occurred absent such modification; or (f) your Content, Third-party Content or the Third-party Services.

4. 9.4. Limited Remedy. Sections 9.1 and 9.2 state Sprout Social’s (including its Affiliates’) sole and exclusive liability, and your sole and exclusive remedy, for the actual or alleged infringement or misappropriation of any third party Intellectual Property Rights by the Services.

5. 9.5. Indemnification by You. You agree to defend, indemnify, and hold harmless Sprout Social and our Affiliates, and each of our and their respective officers, directors, employees, agents, successors, and assigns from any and all third party claims, losses, demands, liabilities, damages, settlements, expenses, and costs (including reasonable attorney’s fees), arising from, in connection with, or based on: (a) your or your Authorized Users’ breach of these Terms; (b) your or your Authorized Users’ use of any Third-party Service; or (c) any of the exclusions stated in Section 9.3.

6. 9.6. Indemnification Procedure. Each party’s respective indemnification obligations herein are contingent upon: (a) the indemnified party providing prompt written notice of the Claim to the indemnifying party (provided that the indemnified party’s failure to provide such prompt notice will not release the indemnifying party from its indemnification obligations except to the extent the indemnifying party is materially prejudiced thereby); (b) the indemnifying party having sole control over the defense and settlement of the Claim; and (c) the indemnified party providing reasonable assistance in connection with the defense and settlement of the Claim as reasonably requested by the indemnifying party.

10.  LIMITATION DE RESPONSABILITÉ

1. 10.1. Exclusion of Consequential and Related Damages. NEITHER PARTY NOR THEIR RESPECTIVE 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. 10.2. Monetary Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE MAXIMUM AGGREGATE LIABILITY OF SPROUT SOCIAL (INCLUDING ITS AFFILIATES) TO YOU (INCLUDING YOUR AFFILIATES) ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES (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 LIABILITY LIMITATIONS WILL NOT IN ANY WAY LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT) ABOVE.

3. 10.3. Free Trials and Beta Services. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT WILL SPROUT SOCIAL OR ITS AFFILIATES BE LIABLE FOR ANY DAMAGES FOR SERVICES PROVIDED ON A FREE TRIAL BASIS OR FOR BETA SERVICES, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL DAMAGES, LOST REVENUE, LOST PROFITS, OR LOST DATA, EVEN IF SPROUT SOCIAL OR ITS AFFILIATES ARE APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING OR ANY SUCH DAMAGES WERE OTHERWISE FORESEEABLE.

4. 10.4. 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 10 WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

5. 10.5. State Prohibition of Limitation of Liability and Disclaimer of Implied Warranties. Some jurisdictions do not allow the exclusion of implied warranties or limitations of liability for incidental or consequential damages, which means that some of the above limitations may not apply. IN THESE JURISDICTIONS, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

11. YOUR RIGHTS AND OUR RIGHTS TO IP

1. 11.1. What You Own. You own all of the Content you provide to us. You grant to us a nonexclusive, revocable, worldwide, limited, fully paid-up and royalty-free right to use, copy, prepare derivative works of, distribute, publish, remove, retain, add, process, or analyze the Content for the sole purpose of providing the Services to you and your Authorized Users.

2. 11.2. What We Own. Sprout Social and its Affiliates own and retain all rights, title, and interest in and to the Services along with all Intellectual Property Rights related to the Services. Your use of the Services under these Terms does not give you additional rights in the Services or ownership of any Intellectual Property Rights associated with the Services.

12. DATA PRIVACY

1. 12.1. Permitted Disclosures. Sprout Social and its Affiliates may provide your data to third parties if required by law or as permitted by you to provide the Services. Before providing your data to any third party service provider, we will take steps designed to ensure that the 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 provide your data to third parties for their own marketing purposes.

2. 12.2. Data Processing Addendum. If your use of our Services includes processing personal data or personal information subject to applicable EU or US data protection laws, you must enter into the DPA. The DPA forms part of these Terms and applies to the processing of personal data.

13. GENERAL

1. 13.1. Use of Logo. You grant us the right to use your company name and logo on our website and in any promotional materials, press releases, investor materials, and other stockholder communications. If you do not wish to have your name or logo be used in this way, please email logo@sproutsocial.com.

2. 13.2. Updates To Terms. From time to time, we may revise and update these Terms (including modifications to the Product-Specific Terms and the DPA) 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 in the Account of any material changes to these Terms. Continued use of the Services after we provide you notice of the updated Terms shall constitute your acceptance of the updated Terms.

3. 13.3. Export Compliance and Anti-Corruption. The Services 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 shall not permit your Authorized Users, Clients, Affiliates, or any other third party to access or use the Services in a U.S. embargoed country or in violation of any U.S. or other applicable export law or regulation. You further represent that neither you nor your Authorized Users, Clients, or Affiliates have 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 Services (excluding any reasonable gifts and entertainment provided in the ordinary course of business).

4. 13.4. Federal Government End Use Provisions. If you are a U.S. federal government end user, the Services are 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, and the Services are provided to you with only those rights as provided under the terms and conditions of these Terms.

5. 13.5. 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; provided that Sprout Social may assign 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. 13.6. Independent Contractors. The parties are independent contractors. No joint venture, partnership, employment, or agency relationship exists between you and Sprout Social as a result of these Terms or use of the Services. Neither party shall have any power to obligate or bind the other party, except as specifically provided herein.

7. 13.7. Notices. Except where otherwise specified in these Terms, any notice 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 current Account owner named under your Account. Notices are deemed given two (2) business days following the date of mailing or one business day following delivery to a courier or sending an email. 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.

8. 13.8. Force Majeure. Neither party will be liable for, or be considered to be in breach or default of these Terms on account of, any delay or failure to perform as required by these Terms (except for your obligations to make payments to Sprout Social hereunder) 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.

9. 13.9. Governing Law; Venue. 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.  In circumstances where Section 13.11 (Agreement to Arbitrate Disputes) below 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. 13.10. 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 either party has breached or threatened to breach its confidentiality obligations or either party has in any manner violated or threatened to violate the other party’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 Services, 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 mutually agree on the arbitrator selection, then the American Arbitration Association shall choose an arbitrator for the parties 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. 13.11. 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 these Terms will continue in full force and effect.

12. 13.12. Entire Agreement. These Terms incorporate the applicable Product-Specific Terms, DPA and Service Order (if applicable), and are the final and complete expression of the agreement between the parties regarding the Services. These Terms supersede and govern over all previous representations and oral and written communications between the parties regarding the Services and all matters related thereto. 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 these Terms) that is proffered by you in any receipt, invoice, acceptance, purchase order, procurement portal, confirmation, correspondence, or otherwise, regardless of Sprout Social’s failure to object to such terms, provisions or conditions.

13. 13.13. Feedback. You may voluntarily provide us with Feedback, but you have no obligation to do so. If you choose to provide Feedback regarding the Services, you grant to us a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to use the Feedback to develop and improve the Services or otherwise use the Feedback. All feedback is provided “AS IS” and Sprout Social will not publicly identify you as the source of Feedback without your permission.

14. 13.14. Future Functionality. You agree that your purchase and subscription hereunder is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Sprout Social or its Affiliates regarding future functionality or features.

15. 13.15. Survival. The provisions set forth in the following Sections, and any other right or obligation of the parties in these Terms that, by its nature, should survive termination or expiration of these Terms, will survive any expiration or termination of these Terms: Section 3 (Use of and Access to the Services), Section 4 (Third-Party Services), your payment obligations under Section 5 (Fees and Payment), Section 6 (Cancellation and Termination), Section 7 (Confidential Information), , Section 8.2 (Disclaimer), Section 9 (Indemnification), Section 10 (Limitations of Liability), Section 11 (Your Rights and Our Rights to IP), and Section 13 (General).