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Channel Partnerships Program Agreement

Effective Date: October 7th, 2021

1. Acceptance of Agreement

By submitting an application for Sprout Social. Inc.’s (“Sprout Social”) Channel Partnerships Program, whether through a Third Party Platform (as defined below) or as otherwise directed by Sprout Social, you are signifying that you have reviewed and accepted and agree to be bound by and comply with the terms of this Channel Partnerships Program Agreement (“Agreement”) as updated from time to time in accordance with Section 17.f below. If you are registering as a Sprout Social affiliate or referral partner (each, a “Channel Partner”) in your individual capacity, then references to “Channel Partner” or “you” herein refer to you. If you are registering as a Channel Partner on behalf of an entity or other organization, you are agreeing to this Agreement for that entity or organization and representing to Sprout Social that you have the authority to bind that entity or organization to this Agreement (and, in which case, references to “Channel Partner” or “you” herein refer to that entity or organization). In this Agreement, “Sprout Social” “We”, “Us” or “Our” will refer to Sprout Social.

This Agreement provides terms and conditions applicable to your participation in the Sprout Social Channel Partnerships Program (“Program”) in order to allow you to advertise and promote the Sprout Social products described at www.sproutsocial.com (“Products”) to potential Customers (as defined below) and refer such Customers to Sprout Social for a Fee (as defined below), in accordance with the terms of this Agreement. A “Customer” is an end user who enters into an agreement with Sprout Social for a subscription to the Products.

2. Third Party Platforms

These terms are in addition to any terms and conditions that you may have agreed to pursuant to an agreement with PartnerStack, Commission Junction, or any other applicable third party platform (collectively, “Third Party Platforms”). You acknowledge that Sprout Social is not a party to any agreement you may have with the Third Party Platforms will be in no way responsible for the performance of Third Party Platforms and that Sprout Social is not an agent or representative of Third Party Platforms.

This Agreement incorporates, and you agree to comply with, the most recent version of all policies, guidelines and other rules referenced in this Agreement or accessible on any applicable Third Party Platforms (“Sprout Social Policy(ies)”), as they may be updated from time to time. In the event of any conflict between this Agreement and any Sprout Social Policy, this Agreement will control.

3. Approval

Unless otherwise directed by Sprout Social, all prospective Channel Partners must submit an application to Sprout Social through the applicable Third Party Platform in order to become an “approved” Channel Partner eligible to participate in the Program. Sprout Social will notify each prospective Channel Partner whether or not their application and registration has been approved. Participation in the Program is subject to Sprout Social’s approval, which may be withheld in Sprout Social’s sole discretion. You are not authorized to participate in the Program, promote or advertise Sprout Social or your relationship with Sprout Social, post links to the Sprout Social website or provide any other services related to Sprout Social until approved in advance by Sprout Social.

In addition, where you will be promoting the Products on your website(s) (each, a “Site”), each approval is made on a Site by Site basis for those Channel Partners operating more than one Site. You must submit the URL for each Site for which you are seeking approval.

If approved, you consent to be contacted at the email and telephone number you provided in applying for the Program.

4. Limited License to Use Sprout Social Marks

Upon receiving written notice of approval, subject to and conditioned on your compliance with the terms of this Agreement, Sprout Social grants you a limited, revocable, non-transferable, worldwide, non-exclusive license during the Term (defined below) to use only those Sprout Social marks, trademarks, service marks, trade names, trade dress, logos, graphics and icons specifically designated and provided by Sprout Social (“Marks”) solely for the purpose of advertising, marketing and promoting the Products to potential Customers through approved advertisements posted on your Site or as otherwise approved by Sprout Social.

Your use of the Marks will at all times be subject to the prior written approval of Sprout Social and in accordance with the following:

  1. A. You shall comply with all Sprout Social Policies and reasonable guidelines provided by Sprout Social with respect to the marketing and representation of Sprout Social and its Products and services.

  2. B. Your use of the Marks shall include the appropriate trademark/service mark symbols and you shall not remove such symbols.

  3. C. Nothing in the Agreement gives you any right, title or interest in the Marks. Sprout Social reserves all rights, title and interest in the Marks and the goodwill associated with use of the Marks shall inure solely to the benefit of Sprout Social.

  4. D. You are not permitted to use the Marks to disparage or parodize Sprout Social, its subsidiaries, products, or services, or any other person or entity, including without limitation the products or services of a Sprout Social competitor.

  5. E. You will not assert the invalidity, unenforceability, or contest the ownership by Sprout Social of the Marks in any action or proceeding of whatever kind or nature, and shall not take any action that may prejudice Sprout Social’s right, title or interest in the marks, render the same generic, or otherwise weaken their validity or diminish their associated goodwill. You agree not to register or attempt to register any phrases, marks or logos that would cause confusion, or be likely to cause confusion, with any of the Marks.

All rights not expressly granted in the Agreement are reserved by Sprout Social. Your right to use the Marks is limited to and arises only out of the license granted hereunder. This license may be immediately terminated upon notice from Sprout Social and shall automatically terminate upon any termination or expiration of this Agreement.

You will use best efforts to notify Sprout Social promptly of any misuse or infringement of the Marks or other Sprout Social intellectual property of which you become aware, and will reasonably cooperate with Sprout Social, where necessary, to protect Sprout Social’s intellectual property rights against infringement. Any decision to take action against misuse or infringement will be entirely at Sprout Social’s discretion, and any damages recovered will be solely for Sprout Social.

5. Program Requirements and Restrictions

You shall introduce Sprout Social to potential Customers in accordance with the processes described herein, in any Sprout Social Policies or as otherwise specified by Sprout Social, and using only the marketing materials provided by Sprout Social (“Marketing Materials”). No alterations, modifications or additions to the Marketing Materials or Marks are permitted without Sprout Social’s written consent. Unless otherwise specified by Sprout Social or in a Third Party Platform, all Marketing Materials, Sites, and other promotional methods can be sent to your designated Sprout Social representative or affiliates@sproutsocial.com or referrals@sproutsocial.com (as applicable).

Your activities in connection with this Program and the promotion of Sprout Social must be in strict compliance with all applicable laws and regulations, including without limitation, laws prohibiting deceptive and misleading advertising and marketing, email marketing laws (including the federal CAN-SPAM Act (15 U.S.C. § 7701)), laws governing testimonials (including the FTC’s Revised Endorsements and Testimonials Guides (16 CFR Part 255 of the Code of Federal Regulations)), and all guidelines issued by the FTC. If you engage in email marketing , you must have the consent of the recipient to send such email and shall maintain records evidencing such consent. You are solely responsible for ensuring your compliance with all laws as well as with any opt-out, unsubscribe, “do not call” and “do not send” requests in a timely fashion. You will be solely liable for any and all damages, losses, expenses, costs (including reasonable attorneys’ fees) and other liabilities arising out of or related to advertising, creative, and/or messaging other than the content of the Marketing Materials.

Sprout Social has the right to review your advertising, promotion or marketing of Sprout Social at any time and may monitor, retain, use, and disclose information about you and your Site and users of your Site that we obtain in connection with your participation in the Program. If, in Sprout Social’s sole opinion, your advertising, promotion or marketing is inconsistent with Sprout Social’s requirements or is in violation of any laws, rules, or regulations, Sprout Social can require that such materials be changed prior to any public distribution or be removed and/or terminate your participation in the Program.

You agree to the following covenants, and any violation thereof is grounds for immediate termination of this Agreement by Sprout Social. You will not, directly or indirectly:

  1. A. make any misrepresentations or specific representations or guarantees concerning the quality of any Sprout Social products or services.

  2. B. make or publish any statement, claim, representation or warranty about Sprout Social products or services that are inconsistent with or beyond the scope of the Marketing Materials and Sprout Social Policies.

  3. C. imply any type of affiliation or relationship with Sprout Social, other than that of the relationship contemplated herein, or otherwise misrepresent your relationship with Sprout Social (including any implication that Sprout Social sponsors, supports or endorses you).

  4. D. bid on or purchase keywords, search terms, or other identifiers, including the phrase “Sprout Social” , or any Marks or other brand names of Sprout Social or any variations or misspellings of any of these words (“Prohibited Keywords”) or otherwise receive any paid search results using the Prohibited Keywords and will not use Prohibited Keywords in any site URL. You also may not direct link to a Sprout Social page from any paid advertising.

  5. E. promote coupons or promo codes or other promotions that were not provided to you by Sprout Social.

  6. F. provide cash, points or gifts or other incentives to entice visitors as an incentive to complete an action on the Sprout Social website.

  7. G. in connection with your activities hereunder, including any advertising or promotional materials, or any websites that you use to promote Sprout Social in connection with the Program: (i) violate or infringe any common law or statutory rights of any person or other entity (including, without limitation, proprietary rights, copyright rights, trademark, service mark or patent rights, or any rights of privacy or publicity); (ii) violate any law, rule or regulation; (iii) use any material or information that is obscene, pornographic, libelous, defamatory, slanderous, contains hate‐related content, promote violences, and/or advocates discrimination against individuals or groups; (iv) in any way target children 13 years of age or younger or violate any applicable laws or governmental authority regulations related to child protection; or (v) use any false or deceptive material, or otherwise engage in any consumer or other fraud.

  8. H. create or design your Site or any other website that you operate, explicitly or implied in a manner which resembles the Sprout Social website nor design your Site in a manner which leads customers to believe you are Sprout Social.

  9. I. sublicense, resell, or otherwise distribute or provide the Products to Customers or third parties or for subsequent sublicensing, resale, or other distribution to end users or other distributors.

Additionally, each Site must be approved by Sprout Social in advance, and any graphical/textual links to Sprout Social (each, a “Link”) provided in connection with the Program must comply with the following:

    1. 1. The Link must be a direct link to Sprout Social’s website (e.g. no redirects, pop-ups, etc.)

    2. 2. The Link may not contain any trojan horses, spyware, worms, time bombs, viruses or other harmful programming routines.

    3. 3. Where applicable, the Link must incorporate any tags provided by Sprout Social in order to track, report and credit any payments and Sprout Social will not be liable to pay you for Closed Opportunities (as defined below) that are received from untagged or improperly tagged Links.

You shall not participate in any sales meetings or negotiations nor have authority to offer or sell the Products to any Customer. The prices, terms, and conditions under which Sprout Social offers or sells any Products shall be determined by Sprout Social in its sole discretion. Sprout Social shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of Products. Nothing in this Agreement shall obligate Sprout Social to actually offer or sell any Products or consummate any transaction with any potential Customer. Sprout Social may terminate any negotiations or discussions at any time and has the right not to proceed with any sale of Products without any liability or obligation to pay compensation to you.

You must notify Sprout Social of any complaint you receive related to your activities with the Program within twenty-four (24) hours of receiving such complaint. Notice should be sent to: channelcompliance@sproutsocial.com.

6. Closed Opportunities/Payments

Payments made through the Program will vary based on whether you are an affiliate or a referral partner and will be made in accordance with the terms herein, any other agreement you have with Sprout Social with respect to the Program and the terms of any applicable Third Party Platform, where applicable.

  • If you are an affiliate, when there is a lawful click on an approved Sprout Social advertisement (Sprout Social-approved text link, banner advertisement or other approved method of creating a hyperlink between your Site and a Sprout Social website) posted on your Site, which operates as a Link to a Sprout Social website where the visitor can take proscribed actions and/or purchase Sprout Social Products and becomes a Closed Opportunity (as defined below), you can earn a “Commission” for each Closed Opportunity. Specific Commission amounts, payout terms and visitor actions required for payment will be provided by Sprout Social and/or are posted on the applicable Third Party Platforms and may be changed in Sprout Social’s sole discretion from time to time by posting any such updates.

  • If you are a referral partner, you may direct potential Customers to a Link provided by Sprout Social or you must otherwise obtain the potential Customer’s permission to share their information with Sprout Social and submit the potential Customer’s information pursuant to any registration instructions Sprout Social provides. If Sprout Social approves the potential Customer following registration and enters into a contract with the potential Customer within six (6) months of approval in accordance with the terms herein, this will be considered a “Closed Opportunity”. If Sprout Social determines the potential Customer is not approved, Sprout Social will notify you of this and the reason or reasons therefor. For every Closed Opportunity from you that becomes a paying Customer, Sprout Social shall pay you a percentage of the subscription fees based on the Total Contract Revenue (as defined herein) resulting from the Closed Opportunity (the “Referral Fee”). The Referral Fee shall be specified in the applicable Third Party Platform or agreed on in writing by you and Sprout Social. If after six (6) months from approval, Sprout Social has not entered into a contract with the approved potential Customer, Sprout Social is not obligated to pay any Referral Fee to you. The “Total Contract Revenue” is the subscription fees actually received by Sprout Social for the first year of service for the Closed Opportunity, reduced by any discounts, expenses incurred by Sprout Social, refunds, chargebacks and credits and excluding taxes, fees (including credit card fees), and fees related to professional services (including but not limited to on-boarding and implementation services, premium support services or any customized services).

Commission and Referral Fees shall be collectively referred to as “Fees.” Fees shall not exceed $10,000 USD per Closed Opportunity.

In addition, and without limitation, referrals made as follows or in any of the following situations will not qualify for Fees hereunder:

  1. A. from subscriptions for you or your employees or agents

  2. B. from third parties that were already customers of Sprout Social at the time of sign-up or were a recipient of a proposal from Sprout Social or were identified as an opportunity from another partner or on which a particular sales representative was actively working;

  3. C. from referrals in violation of this Agreement;

  4. D. from a Customer that: (i) cancels their subscription, (ii) downgrades their subscription and such downgrade results in less than 50% of the Total Contract Revenue anticipated at the time the subscription was entered into, or (iii) ceases payment of the fees associated with their Sprout Social subscription; or

  5. E. from referrals in violation of this Agreement, or any other terms, conditions and policies that Sprout Social may issue from time to time that apply to the Program.

Where payments are made through a Third Party Platform, Fees will be paid by Sprout Social to the applicable Third Party Platform and distributed to you by the Third Party Platform in accordance with the terms set forth in the Third Party Platform. Disputes regarding such Fees should be submitted in accordance with the applicable terms of the Third Party Platform.

Where payments are made to you directly by Sprout Social, Fees, payment schedules and payment methods shall be negotiated and agreed upon in writing between you and Sprout Social.

You shall pay all applicable sales, use, value added, goods and services, and all other similar taxes imposed by any federal, state, or local governmental entity associated with payments due to you hereunder. Other than the payment of the Fees, you shall have no claims to any additional compensation, commissions or business derived by or through Closed Opportunities.

In all cases and in addition to any other rights and remedies available to Sprout Social, you hereby consent that Sprout Social may demand reimbursement from you or chargeback to you (e.g., debit or offset from any amounts owed) any Fees paid or credited to you with respect to sales that were not Closed Opportunities, were procured fraudulently or as a result of any violation of this Agreement or applicable law or were paid in error. If fraud is detected, your account will be made inactive pending further investigation.

7. Term and Termination

The term of this Agreement shall continue for as long as you are participating in the Program unless earlier terminated by either party as provided below (the “Term”). Unless otherwise agreed by Sprout Social or pursuant to Third Party Platform terms, both Sprout Social and you may terminate this Agreement at any time without cause upon thirty (30) calendar days written notice (which notice may be sent by email (1) in the case of notices from Sprout Social to you, to the email address associated with your account, or (2) in the case of notices from you to Sprout Social, to channelcompliance@sproutsocial.com.

Sprout Social may immediately terminate this Agreement and your participation in the Program if (a) you breach this Agreement or any Sprout Social Policies; (b) you become insolvent, you are generally unable to pay, or fail to pay, your debts as they become due, you file, or have filed against it, a petition for voluntary or involuntary bankruptcy or pursuant to any other insolvency law, you make or seek to make a general assignment for the benefit of your creditors, or you apply for, or consent to, the appointment of a trustee, receiver or custodian for a substantial part of Your property or business; (c) you have engaged in unethical behavior or caused a reputational risk to Sprout Social or our brand (as determined in Sprout Social’s sole discretion); (d) Sprout Social believes that it may be subject to potential claims or liability related to your participation in the Program; or (e) you have engaged in any deceptive, fraudulent or illegal activity in connection with the Program.

Following termination of this Agreement, all licenses granted hereunder shall immediately terminate and you will immediately cease marketing and promoting the Sprout Social Products and use of, and remove from all of your sites, all links to the Sprout Social websites (including all Links), and all Sprout Social Marks and all other materials provided in connection with this Agreement. You shall also promptly return or destroy (at Sprout Social’s election and with the obligation of certifying such destruction) Sprout Social’s Confidential Information, and all copies thereof, in your possession, including, but not limited to, all marketing, training, and advertising materials furnished to you by Sprout Social.

Termination will result in the closure of your account. Sprout Social shall pay any unpaid and undisputed Fees earned by you prior to the date of termination of this Agreement, including those Fees with respect to an approved potential Customer that was referred prior to such termination but results in a Closed Opportunity after such expiration or termination, so long as the applicable terms and conditions of this Agreement and any other applicable agreements with respect to the Program between you and Sprout Social are met. Notwithstanding the foregoing, you will not be entitled to any unpaid Fees if Sprout Social terminates this Agreement as a result of your breach.

Termination will not relieve you from any liability arising from any breach by you of this Agreement. In addition, upon termination, the rights and obligations of the parties that by their nature should survive the Agreement including but not limited to the sections related to payment, intellectual property rights, warranties, remedies, indemnification, confidentiality, disclaimers, limitations of liability and termination, arbitration, and the provisions of Section 17 below.

8. Representations and Warranties

You represent and warrant that:

  1. A. You are duly organized, validly existing, and in good standing under the laws of the state or country of your origin;

  2. B. You have the full corporate right, power, and authority to enter into this Agreement and perform your obligations hereunder;

  3. C. The performance of your obligations hereunder does not and will not conflict with or result in a breach of any other agreement by which you are bound;

  4. D. You will make no false or misleading representations, warranties, or guarantees with regard to Sprout Social or its services or Products;

  5. E. You will comply with all laws and regulations applicable to your performance hereunder;

  6. F. You shall obtain all necessary consents and authorizations from potential Customers regarding the transfer or disclosure of their information to Sprout Social;

  7. G. During the Term, you will post and maintain on your Site(s) involved in the Program a privacy policy that clearly and adequately describes how consumer information is collected and used and your use of third-party technology. The privacy policy and data protection mechanisms used in support of the policy must comply with all applicable data privacy and protection regulations.

9. Data Ownership/ Inquiries

Sprout Social shall be the sole owner of all names, addresses, transaction data and other non-public personal information gathered on the Sprout Social website(s) and through the Link to the Sprout Social website(s). Once a visitor clicks on the Link to a Sprout Social website, you will not employ any means, method or device (including, but not limited to, spyware or cookies) to monitor, track or record information regarding the visitor’s usage on the Sprout Social website.

All information or data contained in or transferred via the Link between your Site and the Sprout Social website shall be deemed Sprout Social’s Confidential Information (as defined below) belonging to Sprout Social. All visitors that use a Sprout Social website shall be subject to additional terms and conditions posted on the Sprout Social website and shall be subject to the privacy policy posted on the Sprout Social website.

You will use best efforts to safeguard and protect visitor information from loss, misuse and unauthorized disclosure. You will promptly notify Sprout Social, in writing, if you receive any complaints or notices from any governmental agencies (including any third party claims asserted in state or federal courts) referencing a violation of any laws and regulations and particularly, any complaint regarding the privacy or security of data or an allegation that information that was procured through fraud, identity theft or any illegal or illicit means.

10. Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED HEREIN, SPROUT SOCIAL MAKES NO REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT. SPROUT SOCIAL DISCLAIMS TO THE EXTENT ALLOWED BY APPLICABLE LAW ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SPROUT SOCIAL DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE PROGRAM, ITS RELATED MATERIALS, OFFERINGS THROUGH THE PROGRAM OR REGARDING THE AMOUNT YOU CAN EXPECT TO EARN IN CONNECTION WITH THE PROGRAM.

11. Confidential Information

All non-public, confidential, or proprietary information of Sprout Social, including, but not limited to, information relating to customers, business operations, finances, pricing (including discounts), operations, plans or the underlying technology of Sprout Social, (collectively, “Confidential Information”) disclosed by Sprout Social to you whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement or the Program, as well as the terms and conditions and the existence of this Agreement is confidential, solely for the use of performing this Agreement and and shall ensure that all persons or entities who have access to Confidential Information in connection with your Program account will be made aware of and will comply with the obligations in this provision. You shall not disclose Confidential Information to third parties without the prior written consent of Sprout Social and you will take all reasonable measures to protect the Confidential Information against any use or disclosure that is not expressly permitted in this Agreement. Should you be required under applicable law, rule or regulation, or pursuant to the order of any court or governmental entity of the legal process of any governmental entity of competent jurisdiction to disclose Confidential Information in your possession, custody or control, you shall, to the extent permitted by law, give prior written notice of such disclosure to Sprout Social; and use best efforts to limit such disclosure to only that information which is required to be disclosed. Upon Sprout Social’s request, you shall promptly return all documents and other materials received from Sprout Social. Sprout Social shall be entitled to injunctive relief for any violation of this Section 11. Your obligation to not disclose or use Confidential Information shall survive the termination of this Agreement. This section shall not apply to information that is: (a) in the public domain; (b) known to you at the time of disclosure; or (c) rightfully obtained by you on a non-confidential basis from a third party.

12. Indemnification

You shall defend, indemnify, and hold harmless Sprout Social, and any of its directors, officers, and shareholders, against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorney fees, arising out of or resulting from: (a) your breach of this Agreement or any Sprout Social Policies; (b) any unauthorized representation, warranty, or other commitment made by you to a third party; (c) your breach or failure to perform under your agreement with any Third Party Platforms; (d) your violation of any applicable law or the unauthorized use of the rights of a third party; and (e) the negligence, willful misconduct or fraud of you or your employees or agents.

13. Limitation on Liability

  1. A. Exclusion of Consequential and Related Damages. NEITHER PARTY 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. B. Monetary Cap on Liability. UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF SPROUT SOCIAL AND OUR RESPECTIVE AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL FEES PAID BY SPROUT SOCIAL TO YOU DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

  3. C. No Liability for Your Sites. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPROUT SOCIAL WILL HAVE NO LIABILITY FOR ANY MATTER DIRECTLY OR INDIRECTLY RELATING TO THE CREATION, MAINTENANCE, OR OPERATION OF YOUR SITE(S) (INCLUDING YOUR USE OF ANY THIRD PARTY PLATFORM) OR VIOLATION OF THIS AGREEMENT.

  4. D. Independent Allocations of Risk. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SPROUT SOCIAL TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

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

14. Disclosure of Relationship

It is your sole responsibility to disclose the nature of their relationship with Sprout Social to any customers and you shall indemnify, defend and hold harmless Sprout Social against any liability arising from your lack of proper disclosure to an actual or potential Customer.

15. Feedback

Sprout Social shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Program or Products or otherwise use any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) Sprout Social receives from you or any Customer, prospective Customer or end user without compensation to you or any other party.

16. Publicity and Announcements

Neither party shall issue any press or marketing or promotional materials, concerning the existence of this Agreement or the subject matter hereof, without the prior written approval of the other party, except to the extent that a party is required to make any public disclosure or filing with respect to the subject matter of this Agreement by applicable law.

17. Miscellaneous

  1. A. Assignment. You may not assign this Agreement or any of its rights under this Agreement directly or by reason of merger, reorganization, sale of all or substantially all of your assets, change in control, operation of law or otherwise, without the prior written consent of Sprout Social. We may assign this Agreement, without your consent, to a parent, affiliate, or successor by way of a merger, reorganization, sale of all or substantially all of Our assets, change in control or operation of law. Subject to the foregoing restrictions on assignment, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns. Any assignment in violation of this Section will be void.

  2. B. Anti-corruption. In connection with this Agreement, the Program and any related agreement or activity, you agree to comply with all laws, rules and regulations relating to bribery or corruption, including, but not limited to, the U.S. Foreign Corrupt Practices Act of 1977, as amended (“FCPA”) (collectively, the “Anti-Corruption Laws”), and represent and covenant that you have not offered, paid, promised, or authorized, and will not offer, pay, promise, authorize, solicit or request, directly or indirectly, any illegal bribe, kickback, or other improper or illegal payment to or from any third party, including any government official, in connection with this Agreement or any related agreement or activity.

  3. C. Export. The Sprout Social Products may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. You represent that you are not named on any U.S. government denied-party list. You shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any of the Sprout Social Products to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any Sprout Social Product is prohibited by applicable law.

  4. D. Nonexclusive Agreement. This Agreement does not create an exclusive relationship between Sprout Social and you. At any time and in Sprout Social’s sole discretion, Sprout Social may itself and may authorize third parties to, without limitation, design and develop, produce, market, distribute and otherwise commercialize or use Sprout Social Products through any channel, and to any person.

  5. E. Waiver and Severability. The waiver by Sprout Social of any term or condition set out in this Agreement shall not be deemed a further or continuing waiver of any other provision of this Agreement, and any failure of Sprout Social to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement 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 this Agreement will continue in full force and effect.

  6. F. Modification. Sprout Social may revise and update this Agreement from time to time, in our sole discretion. Any changes we make to this Agreement are effective immediately when we post them. These modifications may include, without limitation, changes in the scope of available Fees, fee schedules, payment procedures and program rules. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Program after modification to the terms and conditions of this Agreement constitutes your binding acceptance to the change. Subject to the foregoing, no amendment or modification to this Agreement, nor any waiver of any rights hereunder, will be effective unless assented to in writing by both parties.

  7. G. Notices. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. You should send notices directly to us to Sprout Social, Inc., 131 S. Dearborn St., Suite 700, Chicago, Illinois 60603, Attn: Legal Department and electronic notices should be sent to legal@sproutsocial.com. Unless otherwise specified in this Agreement, We will send notices directed to you to the address or email provided in your registration for the Program.

  8. H. Independent Contractor. Neither your participation in the Program or this Agreement shall be construed to create any association, partnership, joint venture, employee or agency relationship between you and Sprout Social for any purpose. You have no authority (and you shall not hold yourself out as having authority) to bind Sprout Social, except as specifically provided herein. You will not make any statement, whether on your Site(s) or otherwise, that reasonably would contradict the foregoing. Any persons employed or engaged by you in connection with the performance of your obligations hereunder shall be your employees or contractors and you shall be fully responsible for them and indemnify Sprout Social against any claims made by or on behalf of any such employees or contractors.

  9. I. Governing Law. The validity, interpretation and performance of this Agreement shall be governed by the laws of the State of Illinois without giving effect to the conflicts of laws provisions or principals thereof.

  10. J. Arbitration. If we cannot amicably resolve any legal dispute or damage claim that should arise from your participation in the Program, you agree to resolve any such dispute or damage claim by arbitration. The arbitration proceeding shall be conducted in Chicago, Illinois, in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of both you and Sprout Social. If we cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators. The laws of the State of Illinois shall apply to the arbitration proceedings. You agree that the arbitrator cannot award punitive damages to either of us and agree to be bound by the arbitrator’s findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, which shall include, but not be limited to, the courts within Cook County, Illinois.

  11. K. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous understandings whether oral or written between you and Sprout Social. 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 this Agreement (whether or not it would materially alter this agreement) that is proffered by you in any receipt, invoice, acceptance, purchase order, confirmation, correspondence, or otherwise, regardless of Sprout Social’s failure to object to such terms, provisions or conditions.