Skip to main content

Influencer Marketing Creator Terms of Use

Effective Date: January 10, 2025

Last revised: December 11, 2024

MASTER CREATOR TERMS OF USE

PLEASE CAREFULLY READ THESE MASTER TERMS OF USE (“AGREEMENT”). BY ACCESSING THE INFLUENCER MARKETING PLATFORM OR PROVIDING CREATOR SERVICES THROUGH THE INFLUENCER MARKETING PLATFORM, CREATOR ACKNOWLEDGES HAVING READ AND UNDERSTOOD THE TERMS OF THE AGREEMENT AND AGREES TO BE BOUND BY THIS AGREEMENT AS OF THE DATE ON WHICH CREATOR FIRST ACCESSES THIS PAGE, ACCESSES OR USES THE INFLUENCER MARKETING PLATFORM, OR PROVIDES CREATOR SERVICES, WHICHEVER IS EARLIEST.

This Agreement is between Sprout Social Inc., a Delaware corporation (“Sprout Social, Inc.”), and you, or, if you are an entity or other organization that represents individuals that will provide content services, that entity or organization (in either case “Creator”), and provides the terms and conditions under which Creator may utilize the Influencer Marketing Platform to facilitate creation and delivery of content services (the “Creator Services”) by such Creator to a Subscriber. The effective date of this Agreement (the “Effective Date”) shall be the date that Creator has clicked through acceptance of the terms of this Agreement, as may be updated from time to time, or has otherwise accessed or used the Influencer Marketing Platform or provided Creator Services through the Influencer Marketing Platform.

By accessing Influencer Marketing Platform or providing Creator Services, Creator represents that Creator is at least 18 years of age and meets any qualifications listed in this Agreement. Creator may access the Influencer Marketing Platform and provide Creator Services solely for lawful purposes and only in accordance with the terms of this Agreement and any other agreement Creator is required to agree to before being given access to any specific areas of the Influencer Marketing Platform. In the event of conflict between this Agreement and any additional agreement, the terms of this Agreement will control unless the additional agreement states that a specific provision of this Agreement is superseded by a specific provision of the additional agreement. 

Sprout Social reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Influencer Marketing Platform (or any portion thereof), Creator’s access to the Influencer Marketing Platform (or any portion thereof), or Creator’s right to provide Creator Services, with or without notice.

1. DEFINITIONS

All capitalized terms used in this Agreement and defined in the context in which they are used will have the meanings given to them herein. All other terms used in this Agreement will have their plain English meaning as commonly interpreted in the United States.

A. “Confidential Information” means any information that is proprietary or unique to Sprout Social, its customers, the subsidiaries and affiliated companies of both and/or their licensors, licensees, and business partners (“Sprout Social Parties”) and that is disclosed by the Sprout Social Parties to Creator during the term of this Agreement, including but not limited to, the following: matters of a technical nature such as processes, devices, techniques, data and formulas, research subjects and results; marketing methods; plans and strategies; information about operations, products, services, revenues, expenses, profits, sales, key personnel, customers, suppliers, and pricing policies; any information concerning the marketing and other business affairs and methods of Sprout Social Parties which is not readily available to the public; the material terms of this Agreement; information marked or otherwise communicated as Confidential Information or should be reasonably understood to be confidential or proprietary to Sprout Social Parties. “Confidential Information” also includes information of others that (1) is disclosed under this Agreement or in the process of procuring Creator Services from Creator, (2) the Creator is obligated to protect from disclosure or restricted from using or both, and (3) that would constitute “Confidential Information” if the information belonged to Sprout Social or its Subscribers.

B. “Creator Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content or materials created or provided by or on behalf of Creator to a Subscriber pursuant to the Program Details and Creator Contract.

C. “Influencer Marketing Platform” means the web application available at influencer.sproutsocial.com for use by Subscribers and Creators.

D. “IPR” means all intellectual property and proprietary rights throughout the world, including, without limitation, all copyrights, trademarks, trade secrets, patents, moral rights, and other rights protecting data, information or intangible property throughout the world.

E. “Program Details” encompasses the terms of any contractual relationship Creator and Subscriber may engage in directly, as well as the specific details provided to Creator by the Subscriber, including, but not limited to, compensation, program dates, branding guidelines, general and specific Creator responsibilities towards the Subscriber.

F. “Subscriber” means any client or customer (which may include its affiliates) that has a contractual relationship with Sprout Social to receive Creator Content.

2. CREATOR SERVICES

A. During the term of this Agreement, Subscribers may engage the Creator Services by providing Program Details to Creators through the Influencer Marketing Platform from time to time. If Creator accepts an engagement as presented through the Program Details, Subscriber and Creator are solely responsible for entering into any contracts, licenses, or other agreements (“Creator Contracts”) for the Creator Content and Creator agrees to provide the Subscriber with the Creator Services as more specifically described in the applicable Program Details and Creator Contract. Creator’s contractual relationship will be directly with the Subscriber, and Creator will be solely responsible for the performance of the Creator Services and hosting, maintenance and operation of Creator Content, including but not limited to obtaining, maintaining and/or complying with all legal and regulatory requirements, licenses, consents, authorizations and/or permissions necessary for the creation and provision of Creator Content, third-party content (such as music or images) and its provision of Creator Services to Subscribers. Creator acknowledges and agrees that Sprout Social does not, and does not have an obligation to, review or monitor Program Details and is not responsible for the content or compliance for Program Details. Creator is solely responsible for reviewing all Program Details and for verifying the suitability of the Program Details for Creator or Creator Content.

B. Subscriber may, in its sole discretion, arrange to send Creator sample products or allow access to its products or services for the purposes of providing the Creator Services. However, a Subscriber is under no obligation to do so and Sprout Social shall not be responsible or liable in any way for Subscriber’s products or services, or the use, misuse, delivery or receipt of the same. 

C. Creator Content must adhere to the requirements contained in this Agreement and any additional requirements imposed by Subscribers as part of a Program Details and/or Creator Contract.  Creator acknowledges and agrees that the Subscriber has no obligation to use, publish, post, or otherwise disseminate the Creator Content or exercise any rights granted to Subscriber, and that Subscriber may make the Creator Content inaccessible and/or ask Creator to, and Creator shall immediately upon request, remove or otherwise take down Creator Content at Subscriber’s sole discretion, unless otherwise agreed upon in the Creator Contract.

3. PRIVACY POLICY FOR CREATORS

Creator acknowledges that Creator’s personal information shall be processed in accordance with Sprout Social’s privacy policy available at www.sproutsocial.com/privacy-policy.  

4. SPROUT SOCIAL CONTENT; INFLUENCER MARKETING PLATFORM 

A. As between Creators and Sprout Social, all content, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music on and “look and feel” of the Influencer Marketing Platform, and all IPR related thereto (the “Sprout Social Content”), are either owned or licensed by Sprout Social. Use of the Sprout Social Content or materials on the Influencer Marketing Platform for any purpose not expressly permitted by this Agreement is strictly prohibited. Such Sprout Social Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without Sprout Social’s or, where applicable, Sprout Social’s licensors’ prior written consent. Sprout Social and its licensors reserve all rights not expressly granted in and to their content.

B. During the term of this Agreement, subject to Creator’s compliance with the Agreement, Sprout Social hereby grants to Creator a limited, non-exclusive, non-transferable, non-sublicenseable, personal, revocable license to: (i) during the term of each applicable Program Detail and Creator Contract, use the Influencer Marketing Platform as necessary for Creator to perform Creator’s applicable obligations under such Program Detail and Creator Contract, and (ii) access the analytics functionality available through the Influencer Marketing Platform for the purpose of analyzing Creator’s own audience, social media metrics, and other data available relating to Creator’s profile. 

C. To the extent that Creator accesses any portion of the Influencer Marketing Platform requiring a login ID or a password, Creator is responsible for all use of the Influencer Marketing Platform made using Creator’s login ID and password, whether or not the use is made by Creator or someone else using that information. Creator is responsible for protecting and securing Creator’s login ID and password from unauthorized use, and Creator will use reasonable efforts to prevent any unauthorized use of the Influencer Marketing Platform and immediately notify Sprout Social in writing of any unauthorized use that comes to Creator’s attention. If there is unauthorized use by anyone who obtained access to the Influencer Marketing Platform directly or indirectly through Creator, Creator will take all steps reasonably necessary to terminate the unauthorized use. Creator will cooperate and assist with any actions taken by Sprout Social to prevent or terminate unauthorized use of the Influencer Marketing Platform. Creator acknowledges that Sprout Social will not be responsible for any damages, losses, or liability arising from unauthorized use or access of the Influencer Marketing Platform due to Creator’s actions or inactions or Creator’s failure to protect or secure Creator’s login ID and password. Creator agrees to indemnify Sprout Social, its affiliates, and their respective members, managers, directors, officers, and agents against all loss or damage arising from such unauthorized use. 

D. Except as permitted pursuant to this Agreement, Creator may not, and will not permit any third party to:

  1. 1. modify, adapt, alter, translate, or create derivative works from the Influencer Marketing Platform;

  2. 2. sublicense, distribute, sell, or otherwise transfer the Influencer Marketing Platform (or the access thereto) to any third party;

  3. 3. reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or structure of the Influencer Marketing Platform;

  4. 4. interfere in any manner with the operation of the Influencer Marketing Platform or attempt to gain unauthorized access to the Influencer Marketing Platform;

  5. 5. remove, bypass or circumvent, or attempt to remove, bypass or circumvent, any electronic protection measures in place to regulate or control access to the Influencer Marketing Platform;

  6. 6. remove, alter or obscure any copyright notice or any other proprietary notice that appears on or in the Influencer Marketing Platform; 

  7. 7. display or otherwise use any Creator Content in any manner (including without limitation to generate revenue for Creator) other than as set forth in the applicable Program Details;

  8. 8. scrape, duplicate, reproduce, copy, republish, license, sell, trade, or resell the Influencer Marketing Platform or Sprout Social Content for any purpose;

  9. 9. use the Influencer Marketing Platform in any manner that could disable, overburden, damage, or impair the Influencer Marketing Platform or interfere with any other party’s use of the Influencer Marketing Platform, including their ability to engage in real-time activities through the Influencer Marketing Platform;

  10. 10. use any robot, spider, or other automatic device, process, or means to access the Influencer Marketing Platform for any purpose, including monitoring or copying any of the Sprout Social Content or other materials on the Influencer Marketing Platform;

  11. 11. mirror or frame the Influencer Marketing Platform (in whole or in part) on any other website or webpage;

  12. 12. introduce any viruses, Trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful to the Influencer Marketing Platform or Sprout Social;

  13. 13. attack the Influencer Marketing Platform via a denial-of-service attack or distributed denial-of-service attack; 

  14. 14. divert or attempt to divert other visitors to the Influencer Marketing Platform to another website, application, or service, or otherwise restrict or inhibit any other individual from accessing or using the Influencer Marketing Platform;

  15. 15. use any Sprout Social Content or information from the Influencer Marketing Platform to send unsolicited or unauthorized emails;

  16. 16. impersonate any person or entity or misrepresent Creator’s affiliation with any person or entity in connection with Creator’s use of the Influencer Marketing Platform; or

  17. 17. use the Influencer Marketing Platform for any purpose or in any manner that is unlawful or prohibited by this Agreement.

E. Creator is also prohibited from violating or attempting to violate the security of the Influencer Marketing Platform. More specifically, Creator is prohibited from doing any of the following:

  1. 1. accessing data not intended for Creator or logging into a server or account that Creator is not authorized to access;

  2. 2. attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measure;

  3. 3. attempting to interfere with the Influencer Marketing Platform, including submitting a virus, overloading, “flooding”, “spamming”, “mailbombing” or “crashing”; or

  4. 4. forging any TCP/IP packet header or any part of the header information in any message or posting. Violations of any applicable law, regulation, or Sprout Social’s system or network security may result in civil or criminal liabilities. Sprout Social reserves the right to investigate such violations, and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.


5. CREATOR CONTENT AND CREATOR SERVICES

A. Except as expressly provided in the Program Details or the Creator Contract, all Creator Content and all IPR therein or related thereto, are retained by Creator. Nothing herein shall grant Creator any rights to Sprout Social’s or Subscriber’s trademarks, Program Details, the Influencer Marketing Platform, or any other materials provided by the Subscriber or Sprout Social, or any IPR therein. 

B. By submitting Creator Content via the Influencer Marketing Platform, Creator hereby grants Sprout Social an irrevocable, non-exclusive, royalty-free, fully transferable, perpetual, worldwide license to use, display, publish and share Creator Content, and to authorize other users of the Influencer Marketing Platform, Subscribers, and other third-parties to view Creator Content, in connection with the Influencer Marketing Platform.

C. Creator further grants Sprout Social a royalty-free license to use Creator’s name, image, voice, and likeness to identify Creator as the source of any of Creator’s Creator Content.

D. Creator shall comply with all applicable laws, rules, regulations, industry codes of practice and regulatory guidelines relevant to the Creator Content and Creator Services, including, without limitation, the applicable social media platform’s terms of service and privacy policy. In addition, Creator shall comply with the Federal Trade Commission’s (“FTC”) guidance, including, without limitation, “Guides Concerning the Use of Endorsements and Testimonials in Advertising” and related guidance, the FTC’s “.com Disclosures” guidance, the FTC’s “Native Advertising: A Guide for Businesses” and the FTC’s guidance on clear and conspicuous disclosures in social media advertising (collectively, the “FTC Endorsement Guides”). Without limitation to the foregoing, Creator shall ensure that Creator makes adequate disclosures of material connections, and Creator Content reflects Creator’s honest and accurate opinions regarding the Creator’s actual experience with the Subscriber or Subscriber’s products or services. 

E. Creator is prohibited from posting or transmitting any Creator Content or any other material or information that:

  1. 1. is in violation of any applicable law or regulation;

  2. 2. infringes upon the copyright, trademark, trade secret, or other intellectual property rights of others;

  3. 3. violates the privacy, publicity, or other personal rights of others,

  4. 4. is defamatory, obscene, threatening, abusive or hateful;

  5. 5. contains any viruses, corrupted files, or similar software;

  6. 6. falsifies or deletes any author attributions or other similar notices or proprietary designations; or

  7. 7. otherwise violates any applicable code of conduct or other guideline that is applicable to such material.


F. Creator acknowledges and agrees that Sprout Social does not have any obligation to review, monitor, or otherwise provide clearance of any Creator Content, but that Sprout Social reserves the right to review and remove any Creator Content that, in its sole judgment, violates this Agreement, violates applicable laws, rules, or regulations, or that is otherwise abusive, disruptive, offensive, harmful, or illegal. Sprout Social reserves the right to expel Creator and to prevent Creator’s further access to the Influencer Marketing Platform if Creator or Creator Content violates this Agreement. Further, Sprout Social reserves the right to take any action that it deems appropriate with respect to user content in order to prevent potential liability, damage to its brand or public image, or damage to its relationship with its Subscribers, vendors, partners, or suppliers.

6. REPRESENTATIONS AND WARRANTIES


A. By Each Party. Each party represents, warrants, and covenants to the other party that:

  1. 1. such party has full power and authority to enter into this Agreement and to perform its obligations under this Agreement;

  2. 2. this Agreement is a legal and valid obligation binding upon such party and enforceable in accordance with its terms;

  3. 3. this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which such party is a party or by which such party is bound; and

  4. 4. such party will comply with all laws, rules, and regulations applicable to such party in its performance under this Agreement.

B. By Creator. Creator represents, warrants and covenants that:

  1. 1. Creator is the original author and sole owner of the Creator Content or otherwise that for all Creator Content, Creator has obtained all necessary rights, licenses, permissions, consents and the like, including but not limited to releases for voices, images and appearances, with regard to all video, audio, photograph, graphics, illustration or other multimedia content;

  2. 2. Creator Content created or obtained by Creator and uploaded to Influencer Marketing Platform shall not infringe on or violate any IPR or applicable laws or guidance, including, but not limited to, the Federal Trade Commission Act and all rules and regulations promulgated by the Federal Trade Commission, and the FTC Endorsement Guides;

  3. 3. Creator Content delivered or posted by Creator hereunder shall not contain any profane, scandalous, libelous, defamatory, obscene, pornographic or unlawful matter or material;

  4. 4. Creator Content does not contain malicious code, counters, or other types of code that automatically attach cookies or other devices that track and collect user’s information,

  5. 5. Creator will comply with all laws, rules, and regulations applicable to Creator in its performance under the Program Details;

  6. 6. no Program Detail will conflict with, result in a breach of, or constitute a default under any other agreement to which Creator is a party or by which Creator is bound;

  7. 7. Creator is not engaged, and has not engaged in the past, in any artificial means of growing Creator’s number of followers or levels of user engagement, including but not limited to: (i) soliciting or acquiring fake followers, (ii) employing the use of any method, software, automated script, technology which attempts to artificially increase views or interactions with Creator Content, or (iii) offering monetary payment or other valuable consideration to users for engaging with Creator Content or following Creator’s accounts at scale;

  8. 8. Creator will be solely responsible for any payments to any third parties required with respect to Creator Content and no payment to any third-party shall be due by Sprout Social or Subscriber for the activities described in this Agreement, the Program Details, or the Creator Contract; 

  9. 9. Creator Content will be accurate and reflect Creator’s honest views and experience with Subscriber’s products and services;

  10. 10. Creator shall not make any false, misleading or disparaging remarks about individuals or organizations or their products or services, including any disparaging statements about Subscriber or Sprout Social;

  11. 11. Creator will render Creator Services in a competent manner to the best of Creator’s ability; and

  12. 12. Creator’s participation in the Program will not violate any contract or agreement that Creator is a party to or otherwise bound by, or otherwise interfere with any third-party rights or obligations.

C. EXCEPT AS MAY OTHERWISE BE EXPRESSLY SET FORTH HEREIN, THE INFLUENCER MARKETING PLATFORM IS PROVIDED “AS IS” AND SPROUT SOCIAL DISCLAIMS, AND CREATOR DISCLAIMS ANY RELIANCE ON, ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ORAL OR IN WRITING, ARISING UNDER ANY LAWS, INCLUDING WITH RESPECT TO TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.

7. LIMITATION OF LIABILITY

A. SPROUT SOCIAL SHALL NOT BE LIABLE TO CREATOR FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES (EVEN IF CREATOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF ANY LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE), ARISING UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR REPUTATION, OR ANTICIPATED PROFITS OR LOST BUSINESS. 

B. SPROUT SOCIAL AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR, AND DISCLAIM ANY AND ALL LIABILITY RELATED TO, ANY CREATOR CONTRACTS, ANY CREATOR CONTENT, PROGRAM DETAILS, AND ANY AND ALL RELATED INTERACTIONS OR TRANSACTIONS MADE OR FACILITATED THROUGH THE INFLUENCER MARKETING PLATFORM. ANY SUCH INTERACTIONS OR TRANSACTIONS WILL BE MADE AT EACH CREATOR’S OWN RISK. CREATOR UNDERSTANDS AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR PERFORMING ANY RESEARCH, VETTING OR DILIGENCE ON A SUBSCRIBER, INCLUDING BUT NOT LIMITED TO REVIEWING THE PROGRAM DETAILS AND SUBSCRIBER’S PRODUCTS AND SERVICES, PRIOR TO ENTERING A CREATOR CONTRACT AND EVALUATING THE APPROPRIATENESS OF ANY SUBSCRIBER, AND SPROUT SOCIAL AND ITS AFFILIATES SHALL HAVE NO LIABILITY FOR ANY OF THE FOREGOING. SPROUT SOCIAL AND ITS AFFILIATES DO NOT HAVE CONTROL OVER THE PERFORMANCE, VALUE, QUALITY, TIMING, OR LEGALITY OF ANY WORK OR WORK PRODUCT ACTUALLY DELIVERED BY CREATORS, AND SPROUT SOCIAL AND ITS AFFILIATES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, TIMELINESS, OR PAYMENTS MADE BY SUBSCRIBERS, NOR THE INTEGRITY, RESPONSIBILITY OR ACTIONS OF SUCH SUBSCRIBERS. SPROUT SOCIAL AND ITS AFFILIATES MAKE NO EXPRESS OR IMPLIED WARRANTY THAT PROGRAM DETAILS WILL NOT INFRINGE ON ANY COPYRIGHT, TRADEMARK RIGHT, RIGHT OF PUBLICITY, OR OTHER THIRD PARTY RIGHT. SPROUT SOCIAL AND ITS AFFILIATES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES OR NEGLIGENCE OF ANY SUBSCRIBER OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, FAILURE TO REMIT PAYMENT, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM.

C. UNDER NO CIRCUMSTANCES WILL THE MAXIMUM AGGREGATE LIABILITY OF SPROUT SOCIAL (INCLUDING ITS AFFILIATES) TO CREATOR OF ALL KINDS ARISING OUT OF OR RELATED TO THIS AGREEMENT (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 FIFTY ($50) US DOLLARS.

D. THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO CREATOR. IN SUCH STATES OR JURISDICTIONS, SPROUT SOCIAL’S LIABILITY IS LIMITED TO THE LESSER OF (A) FIFTY ($50) US DOLLARS OR (B) THE LOWEST AMOUNT PERMITTED BY LAW.

8. TERM AND TERMINATION

A. This Agreement shall commence on the Effective Date and shall continue until terminated by either party. Either Party may terminate this Agreement, effective upon notice, at any time and for any reason (or no reason) by written notice to the other party.

B. Upon expiration or termination of this Agreement, all revocable licenses granted under this Agreement will immediately terminate. The paragraphs of this Agreement titled “Creator Content and Creator Services,” “Representations and Warranties,” “Data Ownership,” “Term and Termination,” “Indemnification,” “Confidentiality,” “Limitation of Liability,” “Notices,” and “Miscellaneous” will survive any expiration or termination of this Agreement, as well as any provisions that ought to reasonably be construed to survive such termination or expiration.

9. INDEMNIFICATION

A. Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other party and its affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any breach of the Indemnifying Party’s representations or warranties under this Agreement. 

B. Creator further agrees to indemnify, defend, and hold harmless Sprout Social and its Subscribers, and their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest from and against any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) resulting from:

  1. 1. any breach by Creator of this Agreement;

  2. 2. the Creator Content, or Sprout Social’s or a Subscriber’s use thereof;

  3. 3. the provision of Creator Services;

  4. 4. the Program Details or any transactions or interactions with Subscribers contemplated or arising thereunder; or

  5. 5. any negligent or wrongful acts taken by Creator or any of Creator’s principals, agents, affiliates, or representatives.

10. CONFIDENTIALITY


A. Creator acknowledges that in the course of utilizing the Influencer Marketing Platform and/or performing the Creator Services for the Subscriber, Creator may acquire certain Confidential Information. Creator shall:

  1. 1. not disclose, use, transmit, inform, or make available to any entity, person or body any of the Confidential Information for any purpose outside of the scope of this Agreement;

  2. 2. take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the parties’ respective rights therein, at all times exercising at least a reasonable level of care; 

  3. 3. notify Sprout Social if Creator becomes aware of any breach of confidentiality in any manner; and

  4. 4. not use the Confidential Information for any purpose other than to carry out the Creator Services contemplated hereunder. 

B. Creator acknowledges that misuse or disclosure of any Confidential Information by Creator will give rise to irreparable injury to Sprout Social or the owner of such information, which is inadequately compensable in damages. Accordingly, Sprout Social or such other party may seek and obtain injunctive relief against the breach or threatened breach of these Confidentiality Obligations, in addition to any other available legal remedies.

11. FEEDBACK

Creators are not required to provide Sprout Social with any ideas, suggestions, requests, recommendations, proposals, plans, or other comments or materials (collectively, “Feedback”). If Creator provides Feedback, Creator acknowledges and agrees that any and all Feedback provided is deemed to be non-confidential and Sprout Social is free to use such information on an unrestricted basis.

12. GOVERNING LAW; VENUE

This Agreement and all transactions contemplated by this Agreement shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware without regard to principles of conflicts of laws. Any legal action proceeding relating to this Agreement or the Creator Services shall be brought exclusively in the state or federal courts located in the State of Delaware. Each party hereby agrees to submit to the jurisdiction of, and agrees that venue is proper in, those courts in any such legal action or proceeding.

13. CHANGES

Sprout Social reserves the right to change any of the terms and conditions contained in this Agreement or any policy or guideline hereunder or referenced herein, at any time and in its sole discretion. When Sprout Social makes changes, Sprout Social will revise the “last updated” date at the top of this Agreement. Any changes will be effective immediately upon posting by Sprout Social or upon notice by Sprout Social to Creator. Creator’s continued access to or use of the Influencer Marketing Platform or Creator’s providing Creator Services following the posting of changes will constitute Creator’s acceptance of such changes. To the extent that any modification to this Agreement is deemed invalid or ineffective, for any reason, the terms and conditions of this Agreement as in effect immediately prior to such modification shall remain in effect and shall be controlling.

14. NOTICES

A. For notices that are directed to Creator under this Agreement (including as part of Sprout Social’s general customer base), Sprout Social may give notice by means of any of the following:

  • a general notice on the Influencer Marketing Platform;

  • by electronic mail to Creator’s e-mail address on record in Sprout Social’s account information; or

  • by written communication sent by first class mail or pre-paid post to Creator’s address listed in Sprout Social’s account information. All notices to be delivered by Creator to Sprout Social shall be in writing and shall be delivered by electronic mail to Sprout Social at the following address:  legal@sproutsocial.com. Either Sprout Social, on one hand, or Creator, on the other hand, may update its contact information for receiving notices by providing written notice of such update to the other party in the manner provided in this paragraph. A notice delivered electronically hereunder will be deemed to have been delivered on the date and time of the signed receipt or confirmation of delivery or transmission thereof, unless that receipt or confirmation date and time is not a business day or is after 5:00 p.m. local time on a business day, in which case such notice will be deemed to have been received on the next succeeding business day. A notice delivered by first class mail or pre-paid post will be deemed to have been given three (3) business days after mailing or posting.

15. MISCELLANEOUS

This Agreement and the Sprout Social Privacy Policy (which is incorporated by reference) are the complete and exclusive understanding and agreement regarding utilization of the Influencer Marketing Platform, and supersede any oral or written proposal, prior agreement or other communication between Sprout Social and Creator. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither this Agreement nor any rights or obligations of Creator hereunder may be assigned or transferred by Creator (in whole or in part and including by sale, merger, change in control or ownership of securities, or operation of law) without the prior written approval of Sprout Social. Any assignment in violation of the foregoing will be null and void. Sprout Social may freely assign this Agreement or any of its rights hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. Sprout Social may reference Creator as a provider of Creator Services and use Creator’s name, likeness and logo, as applicable, in listings of creators appearing on the Influencer Marketing Platform and website and for other marketing and promotional purposes.

16. CONTACT INFORMATION

If you have any questions about the Influencer Marketing Platform or this Agreement, please email us at legal@sproutsocial.com.