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Sprout Social Developer Terms

Last updated: May 9, 2024

These Sprout Social Developer Terms (the "Terms") are a binding agreement between you and the legal entity that you represent ("you" or "your") and Sprout Social, Inc. ("Sprout Social," "we," “our” or "us"). If you are an individual utilizing the Sprout Social Services and APIs on behalf of your company, organization or other entity, then "you" means the entity and you are binding the entity to these Terms. These Terms govern your access to and use of the Sprout Social Services and APIs (as defined below). When you develop on the Sprout Social Services and APIs, you are agreeing to be bound by these Terms, so please read them carefully. 

BY ACCEPTING THESE TERMS, OR BY ACCESSING OR USING THE SPROUT SOCIAL SERVICES AND APIS, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THESE TERMS AND HAVE THE LEGAL POWER TO DO SO; AND (C) ACCEPT THESE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT HAVE AUTHORITY TO ACCEPT THESE TERMS OR YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE THE SPROUT SOCIAL SERVICES OR APIS.

  1. 1. Definitions.

    1. a. "APIs" means the Sprout Social application programming interfaces, API-enabled accounts, software development kits, software and other functionality and their associated API Documentation or other API materials or tools made available by Sprout Social to you, as updated from time to time.

    2. b. "API Documentation" means the APIs documentation, data and information regarding the use of the APIs from time to time made available by Sprout Social.

    3. c. "API Key" means the security key Sprout Social makes available for you to access the APIs.

    4. d. "Beta Features" means any beta features or versions of the APIs that are identified by Sprout Social as part of a beta or pilot.

    5. e. "Data" means any data, content or information accessed, collected or otherwise made available to you or Your Application in connection with use of the APIs, including data generated by or relating to Sprout Social Users within the Sprout Social Services and data retrieved by Sprout Social on behalf of Sprout Social Users from Third-Party Services. 

    6. f. “End User” means a Sprout Social User that is an end user of Your Application.

    7. g. "Malicious Software" means viruses, worms, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

    8. h. "Privacy Policy" means Sprout Social’s Privacy Policy located at www.sproutsocial.com/privacy-policy.

    9. i. "Sprout Social Services" means the products and services made available by Sprout Social.

    10. j. "Sprout Social Terms of Service" means the Sprout Social Terms of Service located at www.sproutsocial.com/terms, and/or other applicable customer agreements governing the use of and access to the Sprout Social Services.

    11. k. “Sprout Social User” means a user of the Sprout Social Services.

    12. l. "Third-Party Services" means any third-party product, service or software provided under separate terms and conditions used in conjunction with the Sprout Social Services and API, including certain social media networks and other integration partners, including those described at www.sproutsocial.com/integrations.

    13. m. "Your Application" means any applications, websites, products or services developed by you to interact with the APIs and Sprout Social Services.

    14. n. "Your User" means any authorized individual engaged by you to use the APIs and Sprout Social Services on your behalf.

Other capitalized terms not defined in this Section will have the meaning given to them elsewhere in these Terms.

  1. 2. Access Rights. Subject to and conditioned on your compliance with these Terms, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right, during the Term,  to access and use the Sprout Social Services and APIs solely for your internal business purposes in developing, testing and supporting Your Application that will communicate and interoperate with the Sprout Social Services, but only as permitted in these Terms and any applicable API Documentation. You acknowledge that there are no implied licenses granted under these Terms. We reserve all rights that are not expressly granted by these Terms. You may not use the APIs for any other purpose without our prior written consent. You must obtain an API Key through the registration process to use and access the APIs. You must: (i) not share your API Key with any third party; (ii) keep your API Key and all log-in information secure; and (iii) use the APIs Key as your sole means of accessing the APIs. We reserve the right to refuse registration of, or revoke, the APIs Key at our sole discretion.

    During the Term, you grant to Sprout Social the right to: (i) use, perform, and display Your Application and Your Application content in connection with the Sprout Social Services; (ii) transfer Your Application content to Third-Party Services, when directed to do so by a Sprout Social User; and (iii) link to and direct Sprout Social Users to Your Application.

  2. 3. Use Restrictions. Except as expressly authorized under these Terms, you and Your Users may not:

    1. a. access any Data, or publish any content on behalf of, an End User without first obtaining the consent of the End User to which that Data or content relates 

    2. b. request more than the minimum amount of Data from the APIs needed by Your Application to provide the End User the intended functionality, or any data outside any permissions granted by the End User;

    3. c. use Data for your own purposes or another entity's purposes (including using any Data to build or augment individual user profiles or identities for your own purposes or another entity's purposes);

    4. d. copy, modify, or create derivative versions of the APIs, in whole or in part;

    5. e. distribute, publish, transfer, publicly display, or otherwise make available the APIs or Data to any third party, except to the End User to which the Data relates; 

    6. f. rent, lease, lend, sell, license, sublicense, redistribute, syndicate access to, assign the APIs or Data to any third party (including, but not limited to, any data broker, ad network, ad exchange);

    7. g. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the APIs, in whole or in part;

    8. h. remove any proprietary notices from the APIs;

    9. i. use the APIs in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law or regulation, including, but not limited to, any applicable privacy laws or regulations;

    10. j. use the APIs in a manner that may violate Sprout Social’s Terms of Service, including the Sprout Social Usage Policy, or the terms and conditions (including any developer terms) of any Third-Party Services;

    11. k. use the APIs to generate or send unsolicited messages that you do not have permission to send to recipients or which are otherwise prohibited under applicable law;

    12. l. combine or integrate the APIs with any software, technology, services, or materials not authorized by Sprout Social;

    13. m. design or permit Your Application to disable, override, or otherwise interfere with any Sprout Social- implemented communications to End Users, consent screens, user settings, alerts, warning, or the like;

    14. n. attempt to cloak or conceal Your identity or the identity of Your Application when requesting authorization to use the APIs;

    15. o. access our APIs in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures, (ii) poses a security vulnerability, or (iii) tests the vulnerability of our systems or partner networks;

    16. p. attempt to use our APIs or the Data in a manner that exceeds rate limits, or constitutes excessive or abusive usage;

    17. q. transmit or upload any Malicious Software to the APIs or the Sprout Social Services; 

    18. r. use the Sprout Social Services, APIs or any Data to replicate, compete with, or attempt to build or replace the features, functionality or user experience of, the Sprout Social Services; 

    19. s. monitor the availability, performance, or functionality of the APIs or the Sprout Social Services for competitive or performance analysis, including for  benchmarking purposes; or

    20. t. access, store, display, or facilitate the transfer of any content available in the Sprout Social Services obtained through the following methods: scraping, crawling, spidering or using any other technology or software to access such content outside of the APIs (such content, collectively, “Non-Official API Content”). This restriction applies (1) whether the Non-Official API Content was obtained directly or indirectly through a third party, such as a customer or third party developer, (2) whether or not the Non-Official API Content is stored or displayed in Your Application or some other resource, product or service, and (3) to content that is not explicitly documented in the API Documentation.

  3. 4. Your Application and Your Responsibilities. You will comply with all terms and conditions of these Terms, the Sprout Social Terms of Service, the Privacy Policy, API Documentation, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be implemented by Sprout Social from time to time with respect to your use of the Sprout Social Services and APIs. The APIs and API Documentation are intended for use by businesses and organizations and use for consumer purposes is strictly prohibited. You must also identify each request coming from Your Application as originating from Your Application in the manner specified by Sprout Social (for example, using a required Header value) and in a manner that is obvious to Your Users. When displaying Sprout Social Post, Message Data, or Sprout Content Objects outside of the Sprout Social Services, you must have a permalink on every Sprout Post, Message Data, or Sprout Object that has a permalink for that specific object provided by the Sprout API. In absence of an object level permalink, if a permalink is provided for a list of objects link back to Sprout then that should be displayed to the user.

    Additionally, use of the Sprout Social Services requires each Sprout Social User to have a valid subscription with Sprout Social subject to the applicable Sprout Social Terms of Service. You will not facilitate or encourage Your Users or any End Users  to violate any Sprout Social Terms of Service or interfere with their review or acceptance of the same and you will provide all reasonable assistance to Sprout Social to prevent and stop any End Users from violating these Terms or otherwise abusing the Sprout Social Services APIs via Your Application. If you or Your Application send any data to the Sprout Social Services on an End User's behalf, Sprout Social’s processing of that data will be subject to the applicable Sprout Social Terms of Service governing such applicable End User's use of the Sprout Social Services.

    You agree to monitor the use of Your Application for any activity that violates applicable laws, rules, and regulations or any terms and conditions of these Terms, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Application from further use of Your Application. You agree to provide a resource for End Users to report abuse of Your Application. As between you and us, you are responsible and liable for Your Users, Your Application and all acts and omissions of Your Users and End Users in connection with Your Application and their use of the APIs, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your End Users required under applicable laws, rules, and regulations for their use of Your Application.

    If we, in our sole discretion, believe that you have breached these Terms, that you have engaged in fraudulent activity or if we believe that your use of the APIs adversely affect the performance, stability or security of the Sprout Social Services or the APIs, we may take any and all steps that we consider appropriate, including warning, investigating, terminating or suspending your rights under These Terms, in addition to any other available remedies we may seek and any resulting service disruptions will not be subject to refunds or credits.

  4. 5. Caching/Deletion. You will not capture, copy or store any Data or any information relating to or provided by the APIs (such as hashed or transformed data), except to the extent permitted by these Terms. You must store all Data in a manner which enables You to identify, segregate and selectively delete such Data. If You cache Data, You must refresh the cache at least every 24 hours. You will only store Data for as long as reasonably necessary for providing Your Application to Your Users. Except where prohibited or required by applicable law,  You must, delete Your User’s Data within 30 days when: (i) You receive a deletion request from Sprout Social, Your User, or applicable Third-Party Services; (ii) Your User uninstalls or deauthorizes Your Application or otherwise closes its account; or (iii) it is no longer required to provide Your Application to Your User to whom the Data relates. You agree to promptly provide confirmation to Sprout Social that the deletion request has been completed where requested by Sprout Social.

  5. 6. Beta Features. Subject to the terms of these Terms, Sprout Social may make Beta Features available to you solely for evaluation and testing purposes. You acknowledge and agree that the Beta Features are provided on an “as is” and “as available” basis without any warranties or conditions of any kind, whether express, implied, statutory or otherwise. Sprout Social may, in its sole discretion, suspend, limit, or terminate access to the Beta Features at any time. Sprout Social is not obligated to provide support for Beta Features and provides no assurance that any errors or performance issues in the Beta Features will be corrected. Use of the Beta Features is at your sole risk and may be subject to additional requirements as specified by Sprout Social. In no event will Sprout Social be liable to you (including for any indemnification obligations) arising out of or relating to the use of or inability to use the Beta Features.

  6. 7. Third-Party Services. The Sprout Social Services and APIs may utilize or include certain Third-Party Services. Your and Your Users’ and End Users’ use of the Data originating from Third-Party Services is subject to the applicable Third-Party Services terms and conditions (including any developer terms) and you may be required to agree to additional terms provided by such Third-Party Services in order to access the APIs, each of which you must comply with. If any Third-Party Services require Sprout Social to remove Data from the APIs, you agree to cooperate with Sprout Social to ensure that any affected Data is removed from your and End Users’ systems within any deadline communicated by Sprout Social, and promptly provide confirmation to Sprout Social that this has been completed. You acknowledge that Sprout Social does not control the features and functionality of any Third-Party Services and that such Third-Party Services may change their features and functionality without any notice to Sprout Social. Sprout Social shall not be liable to you for any refunds or any damage or loss arising from or in connection with any changes made by Third-party Services or any resulting changes to the APIs.

  7. 8. Limits. Your use of the APIs is subject to certain limitations on access, calls and use as set forth in these Terms, the Documentation, or as otherwise provided to you by Sprout Social. We may also impose limits on certain features and services or restrict your access to some or all of the APIs that, as determined in our sole discretion, may negatively affect the APIs or Sprout Social Services or our ability to provide our services. If we believe that you have attempted to exceed or circumvent these limitations, your ability to use the APIs may be temporarily or permanently blocked.

  8. 9. Data Security. You will implement and maintain appropriate technical and organizational measures designed to protect Data and your access to the APIs and to preserve the security, confidentiality, and integrity of Data. You are fully responsible for the security of Data processed via Your Application. You may not copy or store any Data except to the extent permitted by these Terms.

  9. 10. Security Incidents. You must notify Sprout Social via email to security@sproutsocial.com within 24 hours if you detect any: (i) unauthorized access to or use of the APIs or (ii) any unauthorized access, use, or disclosure of Data (each a “Security Incident”). Upon discovery of a Security Incident, you must: (i) promptly disconnect your access to the APIs; (ii) take all reasonably necessary steps to investigate, mitigate, and remediate such Security Incident; (iii) keep Sprout Social informed of all developments in connection with such Security Incident; and (iv) provide reasonable information and cooperation to Sprout Social upon request. In the event of a Security Incident, you will be solely responsible for the investigation and remediation of the Security Incident and for your own notifications to affected individuals and regulatory authorities as required by applicable law. You will not directly or indirectly identify Sprout Social in any public communications about a Security Incident or any notifications to affected individuals without Sprout Social’s prior written approval.

  10. 11. Data Privacy. The parties hereby acknowledge and agree that when a Sprout Social User uses the API to process Data, such Sprout Social User is the "data controller" or “business” (as such terms are defined under applicable data privacy laws) of their Data. Sprout Social is a "data processor" or "service provider," as applicable (as such terms are defined under applicable data privacy laws) of such Data in Sprout Social’s possession. You acknowledge and agree that You will: (i) process all Data in compliance with all applicable laws, regulations, and Third-Party Services terms and conditions; (ii) implement and adhere to best practices regarding data privacy and data security in your use of and access to the APIs and Data; (iii) not use Data for any purpose other than fulfilling Your obligations under these Terms and Your agreement with the Sprout Social User; and (iv) not sell or share Data unless expressly permitted by the Sprout Social User.

  11. 12. Statistical and Usage Data. Sprout Social may collect, use, process and store diagnostic and usage data with respect to Your use of and access to the APIs, Data, or Your Application ("Statistical and Usage Data"). Sprout Social shall not publicly use Statistical and Usage Data in a manner that would enable the identification of You or any of Your Users. Sprout Social retains all rights, title, and interest in and to such Statistical and Usage Data.

  12. 13. No Support; Updates. These Terms do not entitle you to any support for the APIs. You acknowledge that we may update or modify the APIs from time to time and at our sole discretion (in each instance, an "Update"), and may discontinue support for previous versions of the APIs and require you to obtain and use the most recent version of the APIs. Sprout Social will make reasonable efforts, when possible, to notify you when a version of the APIs will no longer be supported. Updates may adversely affect how Your Application communicates with the APIs and Sprout Social Services. You will make any changes to Your Application that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the APIs following an Update constitutes binding acceptance of the Update.

  13. 14. Monitoring. Sprout Social reserves the right to monitor and audit Your Application or activities relating to your access to the APIs to ensure compliance with these Terms and our policies. You agree that you will cooperate with inquiries related to such an audit and provide us with proof that Your Application complies with these Terms and our policies or provide us with access to Your Application as required. You agree that you will not attempt to interfere with or block such monitoring or audit.

  14. 15. Resale. These Terms do not grant you the right to distribute or resell the Sprout Social Services or to create any binding commitment on behalf of Sprout Social. In addition, you may not directly or indirectly charge End Users for use of, or access to, the functionality of the Sprout Social Services or the APIs (but this does not limit you from charging a standard overall fee for Your Application).

  15. 16. Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the APIs and the Sprout Social Services, and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Application, excluding the aforementioned rights in Section 16(a). You will use commercially reasonable efforts to safeguard the APIs (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the APIs and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.

  16. 17. Feedback. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us concerning the APIs or your evaluation and use thereof or suggesting or recommending changes to the APIs, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

  17. 18. Confidentiality. You agree that in order to further the performance of these Terms, Sprout Social may disclose to you certain confidential information which may be identified as such in writing or may reasonably be considered confidential ("Confidential Information"). All Feedback shall also constitute Confidential Information of Sprout Social. You agree to protect the confidentiality of Confidential Information with at least the same degree of care that you utilize with respect to your own confidential information, but in no event less than reasonable and customary care for such materials, including, without limitation, agreeing not to use any Confidential Information for any purpose other than as explicitly set forth herein. Because the unauthorized use, transfer or dissemination of any Confidential Information may substantially diminish the value of such information and may irreparably harm Sprout Social, if you breach any provision of this Section, Sprout Social shall, without limiting its other rights or remedies, be entitled to equitable relief, including without limitation injunctive relief, without posting a bond therefore.

  18. 19. Disclaimer of Warranties. THE APIs AND DOCUMENTATION AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED "AS IS" AND SPROUT SOCIAL SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SPROUT SOCIAL SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
    SPROUT SOCIAL MAKES NO WARRANTY OF ANY KIND THAT THE APIs, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

  19. 20. Your Representations and Warranties. You represent and warrant that: (i) your Application will not violate any applicable laws or regulations or third party rights (including intellectual property rights and rights of privacy or publicity); and (ii) you have all necessary rights, permissions and consents for any information you provide to Sprout Social.

  20. 21. Indemnification. You agree to indemnify, defend, and hold harmless Sprout Social and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to (a) your or your Users’ use or misuse of the APIs, (b) your or your Users’ breach of These Terms, (c) Your Application, including any end user's use thereof, and (d) your violation of any third-party right, including without limitation any right of privacy, publicity or intellectual property rights. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense (provided that failure to provide such prompt notice will not release you from your indemnification obligations except to the extent you are materially prejudiced thereby). We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.

  21. 22. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE the APIs; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF $500 U.S. DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. The provisions of this Section allocate the risks under these Terms between the parties, and the parties have relied on these limitations in determining whether to enter into the Terms.

  22. 23. Term and Termination. The term of these Terms commences when you access the APIs and/or acknowledge your acceptance of these Terms and will continue in effect until terminated as set forth in this Section (the “Term”). We may immediately terminate or suspend these Terms, any rights granted herein, and/or your licenses or access granted under these Terms, in our sole discretion with or without cause, and with or without notice to you. In addition, these Terms will terminate immediately and automatically if you violate any of the terms and conditions of these Terms. You may terminate these Terms at any time by ceasing your access to and use of the APIs and sending us a notice of your termination. Upon termination of these Terms, all licenses and rights granted to you under these Terms will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the APIs. We may (but have no obligation to) delete your information and account data stored on our servers, and we shall not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of Your Application, or for deletion of your information or account data. Upon request, you will promptly certify in writing to Sprout Social that such actions have been taken. Any terms that by their nature are intended to continue beyond the termination or expiration of these Terms will survive termination. Termination will not limit any of Sprout Social's rights or remedies at law or in equity.

  23. 24. Non-Exclusivity. You acknowledge and agree that we are or may in the future offer products or services that are similar to Your Application, and nothing will prevent us from doing so.

  24. 25. Export Regulation. The Sprout Social Services and APIs may be subject to export laws and regulations of the United States and other jurisdictions. You represent and warrant that You: (i) will not, directly or indirectly, export, re-export, or release the Sprout Social Services or APIs to, or make the Sprout Social Services or APIs accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation; (ii) are not located in, under the control of, or a national or resident of any a prohibited country under applicable export or import restrictions, laws, or regulations; and (v) are not on, and You are not owned, controlled by or acting on behalf of anyone on, the U.S. Commerce Department's Denied Persons, Entity or Unverified Lists or the U.S. Treasury Department's list of Specially Designated Nationals and Consolidated Sanctions list.

  25. 26. Federal Government End Use Provisions. If you are a U.S. federal government end user, the APIs 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, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the APIs as are provided under the terms and conditions of these Terms.

  26. 27. Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify these Terms from time to time by posting the revised version on our website or communicating it to you through your Sprout Social account. If we make a material change to the APIs, we may (but are not obligated to) also send you a notice about the amended terms by email. You will be responsible for reviewing and becoming familiar with any modifications. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE ALL USE OF THE APIS AND TERMINATE THESE TERMS. YOUR USE OF the APIs AFTER THE EFFECTIVE DATE OF CHANGES WILL BE DEEMED TO BE ACCEPTANCE OF SUCH CHANGES.

  27. 28. 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. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the federal, state, and local courts in Cook County, Illinois in connection with any action arising out of or in connection with these Terms.

  28. 29. 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.

  29. 30. Publicity and Branding. You will not use Sprout Social’s trademarks, name, or logos (the “Sprout Social Marks”)  in any advertising or promotion without Sprout Social’s prior written consent in each instance, or in the naming of Your Application, or in a way that suggests Your Application comes from or is endorsed by Sprout Social. Any use of Sprout Social Marks shall be subject to branding guidelines provided by Sprout Social to you. You may not register any domain name containing Sprout Social Marks or the name of any Sprout Social Services (or anything confusingly similar). You will not contest the validity of ownership of any Sprout Social Marks and you receive no other rights to Sprout Social Marks under these Terms. All goodwill arising from use of Sprout Social Marks inures to Sprout Social.

  30. 31. Miscellaneous. These Terms constitute the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms. Any notices to us 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 hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the APIs. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. These Terms are personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign these Terms and to delegate any of our obligations hereunder.