Sprout Social™ Agency Partner Program Agreement

This Agency Partner Program Agreement (this “Agreement”) is effective as of May 27, 2021. PLEASE READ THIS AGREEMENT CAREFULLY.

1. Acceptance of Terms

   This Agency Partner Program Agreement (this “Agreement”) is between Sprout Social, Inc. (“Sprout Social”, “We” or “Our”) and you (“You” or “Your”), even though it is electronic and is not physically signed by You and Sprout Social. You acknowledge that this Agreement governs Your participation in the Sprout Social Agency Partner Program (the “Program”).

   By accepting this Agreement, or by participating in the Program, You represent and acknowledge that You have read, understood, and agree to be bound by this Agreement, and that the information You provide in registering for the Program is accurate, complete, and is Yours or within Your right to use. If You are entering into this Program on behalf of a company or another legal entity, You represent that You have the authority to bind such entity and its affiliates to this Agreement, in which case the terms “You,” “Your” or related capitalized terms herein shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not participate in the Program.

   We may amend this Agreement from time to time, in which case the new Agreement will supersede prior versions. We will notify You of such changes via email and/or through a notification within the Partner Portal and direct You to the latest version.

2. Definitions

   The following terms have the meaning assigned to them below:

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

   “Agency Partner” means any Agency who (i) has an active subscription with any of the Sprout Social Products, (ii) has completed an application form (located at https://sproutsocial.com/agencies/agency-partner-program-application/) or has previously completed the Sprout Agency Certification and has been accepted by Sprout Social as a participant in the Program, and (iii) has an active account in Our Partner Portal.

   “Annual Contract Value” means the total Monthly Recurring Revenue paid to Sprout Social in the first twelve (12) months after the start of the subscription for the Sprout Social Products associated with the Closed Opportunity.

   “Bambu Application” means the Bambu application accessible at https://getbambu.com/.

   “Bambu Prospective Customer” a Prospective Customer for the Bambu application.

   “Closed Subscription” means a sale of a subscription to a Sprout Social Product to a Customer who (i) was an Approved Lead on the date of the sale, (ii) has agreed to the applicable End User Terms of Service and (iii) with respect to the Bambu Application, Customer has purchased on-boarding and implementation at the current retail pricing on the date of such Closed Subscription.

   “Customer” means an End User that licenses one or more Sprout Social Products for its own use and not for transfer or resale.

   “Customer Data” means any information collected, received, processed or maintained by You or on Your behalf from or relating to any Customer or Prospective Customer in connection with the Sprout Social Products, including all registration information, transaction history and satisfaction data, and related data analytics.

   “Documentation” means any and all manuals, instructions, specifications and other documents and materials in any form or medium, including contained within a Sprout Social Product application, that We generally make available to End Users and that describe the Sprout Social Product operation, use, support, maintenance or other features.

   “End User” means a Customer or a Person that uses the Sprout Social Products for or on behalf of such Customer.

   “End User Terms of Service” means the terms of service related to the applicable Sprout Social Products, located at
   https://sproutsocial.com/terms, and https://getbambu.com/terms/ for the Sprout Social Application and the Bambu Application, respectively, or the terms of service as otherwise agreed upon by the Customer and Sprout Social.

   “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree or other requirement of any federal, state, local or foreign government or political subdivision thereof, or any arbitrator, court or tribunal of competent jurisdiction.

   “Lead Quota” means the number of active Approved Leads an Agency Partner may have at any point in time related to the Sprout Social Application or the Bambu Application. Sprout Social may change the Lead Quota for any Sprout Social Product at any time in its sole discretion, provided that any reduction shall not have retroactive effect on any active Approved Leads and Sprout Social shall provide notice of any change through a notification within the Partner Portal. As of the Effective Date, the Lead Quota shall be 50 leads across all Sprout Social Products. By way of example, if an Agency Partner wishes to register a Prospective Customer as a Sprout Social Prospective Customer and a Bambu Prospective Customer, such Prospective Customer would count as two (2) total leads.

   “Monthly Recurring Revenue” means the monthly subscription fees, (including, for purposes of the Program, any upgrades or additions to such fees during the initial three (3) months of the subscription term) paid by a Customer for the Closed Subscription, reduced by any discounts, expenses incurred by Sprout Social, refunds, chargebacks and credits. Monthly Recurring Revenue shall exclude any 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.

   “Partner Portal” means the web-based application, located at sproutsocial.allbound.com, where Agency Partners can obtain marketing resources for the Sprout Social Products, register leads and receive other technical details and support related to the Sprout Social Products.

   “Partner Share” means

   (i) for Agency Partners in the Partner Tier: (a) an amount equal to 20% of the Annual Contract Value of a Closed Subscription (provided that the Partner Share shall not exceed $10,000 USD per Closed Subscription); or

   (ii) for Agency Partners in the Partner Plus Tier: (a) an amount equal to 25% of the Annual Contract Value of a Closed Subscription (provided that the Partner Share shall not exceed $10,000 USD per Closed Subscription).

   “Partner Tier” means Agency Partners that have a subscription to Sprout Social Products that is monthly or for less than 12 months and are paying subscription fees on a monthly basis.

   “Partner Plus Tier” means Agency Partners that have a subscription to Sprout Social Products that is annual or greater than 12 months and are paying subscription fees on an annual or monthly basis.

   “Prospective Customer” means any prospective Customer.

   “Sprout Social Application” means the Sprout Social application accessible at https://app.sproutsocial.com/.

   “Sprout Social Marketing Materials” means any advertising, promotional or marketing materials for or relating to the Sprout Social Products that We may make available to You from time to time during Your participation in the Program.

   “Sprout Social Products” means the Sprout Social Application and the Bambu Application.

   “Sprout Social Properties” means any and all of the Sprout Social Products, the Partner Portal, Sprout Social trademarks, Sprout Social Marketing Materials, Documentation, Sprout Social’s Confidential Information, and other technologies, information and materials We provide to You to enable You to market and sell, or provide support or other services for, the Sprout Social Products.

   “Sprout Social Prospective Customer” a Prospective Customer for the Sprout Social application.

3. 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.

4. Marketing and Sales Activity

   1. Subject to the terms of this Agreement, We grant You the limited, non-exclusive, non-transferrable, revocable right to (i) describe Yourself in promotional, advertising, and marketing materials relating to the Sprout Social Products as an “ Agency Partner” of Sprout Social and (ii) to use and display the badges or other certification materials, if any, related to the Program based on Your current Tier that are provided by Sprout Social to You (the “Badges”) solely to market and promote the Sprout Social Products. Any use of the Sprout Social name or the name of any Sprout Social Product must be accompanied by the words “Agency Partner.” You may not alter the Badges in any way and you must only use the Badges or the “ Agency Partner” designation in connection with Your participation in the Program. You shall not use the Badges or the “ Agency Partner” designation (i) in or in connection with the advertising, promotion, marketing or distribution of any goods, services or technologies other than the Sprout Social Products; (ii) as part of Your corporate or trade name or any domain name; (iii) in any way that is likely to cause confusion, mistake or deception; or (iv) in any way that is likely to dilute, tarnish or otherwise diminish the distinctiveness of, or jeopardize the reputation of or goodwill associated with the Sprout Social’s trademarks, Sprout Social Products or Sprout Social or the validity or Sprout Social’s ownership of its trademarks or the registrations therein.
   2. If you create any content that relates to the Program or Sprout Social Products, it must be designated as “unofficial”. For example, “The Unofficial Guide to Using Sprout Social.”
   3. You are prohibited from using Sprout Social’s name or any Sprout Social Product name in Google AdWords or in any Pay-Per-Click promotion.
   4. You agree to comply with any future branding and marketing policies provided to You by Sprout Social, including any posted to the Partner Portal. You agree to immediately discontinue use of any materials that violate this Section 4.
   5. You shall bear all costs and expenses related to the marketing of the Sprout Social Products other than any Sprout Social Marketing Materials.

5. Agency Partner Obligations

   At all times during the Term, You will, in accordance with the terms and conditions of this Agreement and at Your own cost:

   1. maintain sufficient knowledge of the industry and products competitive with the Sprout Social Products (including specifications, features and benefits) so as to be able to explain in detail to the Customers: (i) the differences between the Sprout Social Products and competing products; and (ii) information on standard features of each of the Sprout Social Products;
   2. comply with (i) all then current Sprout Social policies that are applicable to the Program and (ii) all reasonable directions and instructions from Us concerning the commercialization of the Sprout Social Products;
   3. comply with applicable Law and in a manner that is consistent with good business practice and reflects favorably at all times on the Sprout Social Products and the good name, goodwill and reputation of Sprout Social;
   4. not directly or indirectly engage in any unfair, unethical, misleading or deceptive acts or practices that are or might be detrimental to the public or the goodwill or reputation of Sprout Social or any Sprout Social Products, including any dissemination, display or use of any false, misleading or deceptive representations, depictions or materials for or in connection with any advertising, promotion, marketing or distribution of any Sprout Social Products; and
   5. notify Us if you believe any End User has violated any applicable End User Terms of Service.

   You shall not at any time, directly or indirectly (a) sell or otherwise transfer title or ownership of the Sprout Social Properties; (b) copy, modify or create any derivative works or improvements of any Sprout Social Products or Documentation; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of any Sprout Social Product or any part thereof; (d) bypass, breach or disable any security device, copy control or digital rights management tool, or other protection used by any Sprout Social Products, or induce or assist any person to do so; (e) except as expressly permitted in this Agreement, represent Yourself as an agent of Sprout Social, commit Sprout Social to any contracts or incur any obligation or liability whatsoever on behalf of Sprout Social for any purpose; (f) make any representations, warranties, guarantees, indemnities, claims or other commitments (i) actually, apparently or impliedly on Sprout Social’s behalf, or (ii) concerning or relating to any Sprout Social Product that are in addition to or inconsistent with any then-existing representations, warranties, guarantees, indemnities, claims or other commitments in this Agreement, the applicable End User Terms of Service, the Documentation or any written documents provided or made available by Sprout Social to You that concern or relate to that Sprout Social Products; (g) access or use the Sprout Social Properties for purposes of: (i) benchmarking or competitive analysis of such Sprout Social Properties, or (ii) developing, producing, marketing, distributing, licensing or selling any product or service that may compete with any of the Sprout Social Products; (h) market, distribute, license or otherwise make available any Sprout Social Products to or through any Person other than directly to Customers, Prospective Customers and their respective End Users; or (i) in connection with the Program, perform any act that, or fail to perform any act the omission of which, infringes, misappropriates or otherwise violates any intellectual property right or other right of any person, or violates any applicable Law.

6. Lead Registration

   1. In order to be eligible for the Partner Share, You must register the Prospective Customer as a lead in the lead registration application in the Partner Portal, including submitting all required fields. You represent and warrant that you have obtained all necessary authorizations and consents from such Prospective Customers to register them. You will only be entitled to receive Partner Share for a Closed Subscription if (i) You receive a notification from the lead registration application in the Partner Portal that the lead has been approved (an “Approved Lead”) and (ii) such Approved Lead results in a Closed Subscription prior to expiration. All registrations will expire after twelve (12) months from the date of notification of an Approved Lead.
   2. We may accept or reject Prospective Customers in Our sole discretion. However, We will generally accept Prospective Customers if (i) the Prospective Customer is not a current customer of Sprout Social, We are not engaged in an active sales process with the Prospective Customer or We have not had contact with the Prospective Customer in the last one-hundred and twenty (120) days; (ii) another Agency Partner has not previously registered the Prospective Customer; and (iii) You are below Your Lead Quota.
   3. You will not receive Partner Share for a Customer if (i) You did not receive notice that the Customer is an Approved Lead; (ii) the lead was rejected; (iii) the lead has expired; (iv) You have exceeded Your Lead Quota; or (vi) this Agreement has been terminated.
   4. We may from time to time request that You provide us with contact information of Prospective Customers and require that You facilitate introductions and calls with Sprout Social and Prospective Customers to ensure the quality of the sales experience. You may from time to time request Our participation on calls with Prospective Customers, however, Our participation and the level of such participation will be determined by Sprout Social in Our sole discretion.
   5. We may introduce You to a Prospective Customer. Your use of such information shall be in accordance with applicable Law and may be subject to additional rules and policies communicated to you by Sprout Social. You may use the information regarding the Prospective Customers only for marketing the Sprout Social Products to such Prospective Customer in accordance with the terms of this Agreement and for no other purpose. Sprout Social leads are considered Sprout Social’s Confidential Information. Upon Our request, You will immediately stop using information regarding such Prospective Customers.

7. Partner Share

   1. In order to be eligible for a Partner Share, the following must be true, as of the date of the lead submission, the date of the Closed Subscription and the date of payment of the Partner Share, You must: (i) accept the terms and conditions of this Agreement; (ii) submit all necessary tax documents, as applicable; (iii) have an active subscription that falls into the Partner Tier or Partner Plus Tier and an account in good standing with Sprout Social that is eligible to receive the Partner Share in the form of a credit towards Your Sprout Social Product subscription; (iv) complete an application form, be accepted by Sprout Social to participate in the Program, and maintain your Agency Partner status; and (v) Your registration in the Partner Portal includes Your accurate and complete information. If You do not meet these eligibility requirements as of the dates listed above, the Closed Subscription will not be eligible for Partner Share. Once you meet all of the eligibility criteria You may receive Partner Share for new Closed Subscriptions, but You will not be eligible for Partner Share with respect to any Closed Subscription that took place while you were not in compliance with this paragraph.
   2. Partner Share will be considered “earned” upon the completion of the Customer’s third consecutive month of the Closed Subscription. You will not be eligible for a Partner Share for a Closed Subscription if the Customer (i) cancels their subscription prior to the end of the third consecutive month of service, (ii) downgrades their subscription prior to the end of the third consecutive month of service and such downgrade results in less than 50% of the Monthly Recurring Revenue anticipated at the time the Closed Subscription was entered into, or (iii) has not paid the fees associated with the initial three (3) month period.
   3. Generally, Sprout Social does not offer refunds to any End User. However, if We refund any subscription fees to a Customer during the first three (3) months of the Closed Subscription, You shall not be eligible for a Partner Share for such Closed Subscription.
   4. You are not eligible to earn a Partner Share if You are purchasing on behalf of Your customer under Your agency plan at the Agency Partner Program pricing (per profile). Eligibility for Partner Share is only available when an Approved Lead is purchasing a new subscription of the Sprout Social Products under retail pricing.
   5. We may split the Partner Share for a Closed Subscription among more than one Partner if we feel that multiple Partners contributed to such sale. We may deny the payment of a Partner Share if You did not have significant impact on or if another Partner secured the Closed Subscription even if you received an Approved Lead. From time to time We may request proof that you are actively engaged with a Prospective Customer.
   6. You will not be eligible for any Partner Share if: (i) payment of the Partner Share would be prohibited by Law; (ii) any Customer prohibits or objects to the payment of the Partner Share in connection with the Closed Subscription to which it is a party; or (iii) the Customer has paid or will pay You any commission related to the Sprout Social Product.
   7. Sprout Social will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes. You are responsible for remitting all taxes associated with any Partner Share that You earn pursuant to the Program and shall indemnify Sprout Social for any claims related to all such taxes, including penalties and interest.
   8. With respect to each Closed Subscription related to the Sprout Social Application, the applicable Customer shall be entitled to one (1) free user seat for the Sprout Social Application for use by one individual at the applicable Agency Partner. The Customer shall grant and remove access and control permission levels for such user seat in its sole discretion. This free user seat shall terminate upon the earlier of (a) the termination of such Customer’s account and (b) the termination of Your engagement as such Customer’s Agency.

8. Training

   We will provide You and Your employees with the following training: webinars, user guides, product guides and training videos. We may change any of the training we provide from time to time in Our sole discretion.

   We will provide training to End Users as set forth in the applicable service agreement(s) between Sprout Social and the applicable Customer. Sprout Social may communicate directly with End Users regarding the use of Sprout Social Products and any related support issues.

9. Tiers

   Sprout Social may offer certain benefits to You based on the level of Your participation in the Program and the type of subscription You have with Sprout Social. Sprout Social may determine the benefits available for each Tier in its sole discretion and may change the qualifying criteria of each Tier or the benefits available to any Tier in its sole discretion without notice or liability to You.

10. Partner’s Agency Account

    You are not eligible to attach a profile to Your agency plan, if such profile is owned by a customer who terminated service with Sprout Social within ninety (90) days of the date You add such profile.

11. Term

    1. 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”).
    2. Both Sprout Social and You may terminate this Agreement at any time without cause upon thirty (30) days written notice (including via email).
    3. We may immediately terminate this Agreement and Your participation in the Program if (i) You breach this Agreement; (ii) 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; (iii) You breach the Sprout Social Terms of Service applicable to Your Sprout Social account, including nonpayment, or (iv) 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).
    4. Should We terminate this Agreement without cause after you have “earned” a Partner Share in accordance with the terms herein, You shall be credited the Partner Share in accordance with Section 7. Upon termination of the Agreement by You for any reason or by Us pursuant to Section 11(C), You shall not be entitled to any Partner Share. After any termination, Sprout Social may use any information related to a Prospective Customer or Customer provided by You to Sprout Social during the Term for any purpose, including marketing and selling any of Sprout Social’s products or services or the renewal of any existing subscription. Following termination of this Agreement, You must immediately stop (a) describing Yourself in promotional, advertising, and marketing materials as an “ Agency Partner” of Sprout Social or using any Badges, (b) demonstrating, and marketing the Sprout Social Products to Customers and Prospective Customers, (c) using the Partner Portal, (d) using the Sprout Social Products internally for servicing and supporting End User’s use of the Sprout Social Products, (e) using any Sprout Social Marketing Material or any intellectual property of Sprout Social, including Our trademarks, and (f) using any information provided by Sprout Social to You pursuant to Section 6(f) of this Agreement.

12. Representations

    You represent and warrant to Sprout Social that: (a) You have the full right, power and authority to enter into, and to perform Your obligations under this Agreement; and (b) Your participation in the Program will not conflict with any contract to which You are a party.

13. Intellectual Property

    1. The Sprout Social Properties are provided to You solely for the purpose set forth in Section 4. Except for the limited rights expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to any of the Sprout Social Products or other Sprout Social Properties and We retain all rights in the Sprout Social Products and other Sprout Social Properties. Nothing in this Agreement grants or conveys, or permits You to grant or convey, any ownership right in any of the Sprout Social Properties, or any article or copy thereof or intellectual property rights therein.
    2. Sprout Social shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Sprout Social 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.
    3. Sprout Social shall have a royalty-free, worldwide, non-transferrable, non-exclusive right to use and display Your name and logo in connection with the Program and this Agreement.

14. Confidentiality

    1. In connection with this Agreement and the Program each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to the following paragraph, “Confidential Information” means information in any form or medium (whether oral, written, electronic or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, products, features, employees, plans, strategies, partners, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated or otherwise identified as “confidential”. Without limiting the foregoing, all unpublished Documentation and non-public Sprout Social Marketing Materials are Sprout Social’s Confidential Information.
    2. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with the Agreement; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with the Agreement; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.
    3. The Receiving Party shall safeguard the Confidential Information from unauthorized use, access or disclosure using at least the degree of care it uses to protect its most sensitive information and in no event less than a reasonable degree of care.

15. Disclaimer of Warranties and Liability

    ALL SPROUT SOCIAL PROPERTIES, THE PARTNER PORTAL, THE PROGRAM, AND ANY OTHER INFORMATION, MATERIALS OR WORK PRODUCT PROVIDED BY SPROUT SOCIAL ARE PROVIDED “AS IS” AND SPROUT SOCIAL HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND 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. WITHOUT LIMITING THE FOREGOING, SPROUT SOCIAL MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SPROUT SOCIAL PRODUCTS (IN WHOLE OR IN PART), INCLUDING BUT NOT LIMITED TO THAT ANY SPROUT SOCIAL PRODUCT OR OTHER SPROUT SOCIAL PROPERTIES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR, YOUR CUSTOMERS’ OR ANY OTHER PERSONS’ REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY HARDWARE, SOFTWARE, DEVICE, SYSTEM OR SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF ANY VIRUS, MALWARE OR OTHER HARMFUL CODE OR ERROR FREE. SPROUT SOCIAL DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICE OR ITS USE, LOSS OF PERSONAL CONTENT ON THE SITE, LOST OR UNDELIVERABLE EMAIL, AND FOR ANY OTHER REASON. ANY REPRESENTATIONS AND WARRANTIES OF OR RELATING TO THE SPROUT SOCIAL PRODUCTS ARE MADE DIRECTLY TO END USERS SOLELY UNDER THE TERMS AND CONDITIONS OF THE END USER’S TERMS OF SERVICE.

16. Limitation of Liability

    1. NO CONSEQUENTIAL DAMAGES. IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR (ii) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    2. LIMITS ON MONETARY DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, SPROUT SOCIAL’S (INCLUDING ANY OF ITS AFFILIATES) AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, SHALL NOT EXCEED THE AGGREGATE AMOUNT OF PARTNER SHARE EARNED BY YOU FOR CLOSED SUBSCRIPTIONS CLOSED IN THE TWELVE MONTHS PRECEDING THE APPLICABLE ACTION. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
    3. Some jurisdictions 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 to You. IN THESE JURISDICTIONS, SPROUT SOCIAL’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

17. Indemnification

    You agree to defend, indemnify, and hold harmless Sprout Social from and against any claims, actions or demands, including, without limitation, reasonable legal and professional services fees, arising or resulting from (i) Your breach of this Agreement, (ii) Your participation in the Program, (iii) Your access to, use, misuse or illegal use of Customer Data, and (iv) Our use of any Customer Data that you provide to us. Sprout Social will provide You notice of any such claim, suit, or proceeding and provide all information and assistance reasonably requested by You related to defense of the claim. Sprout Social reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case You agree to cooperate with any reasonable requests to assist Sprout Social’s defense of such matter.

18. Compliance with Law

    1. You will comply with the terms of this Agreement, applicable Law (including any applicable privacy laws and regulations), applicable acceptable use policies and terms of service at all times while you are in the Program.
    2. You will comply with opt-out, unsubscribe, “do not call” and “do not send” requests from Customer, Prospective Customer and End Users 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 Sprout Social Marketing Materials.
    3. The Sprout Social Properties may be subject to US export control laws and regulations, including the Export Administration Regulations and the International Traffic in Arms Regulations. You shall not, and shall not permit any third parties to, directly or indirectly, export, reexport, or release any of the Sprout Social Properties to any jurisdiction or country to which, or any party to whom, the export, reexport, or release of any Sprout Social Property is prohibited by applicable Law.
    4. You shall at all times remain in compliance with the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”). You shall not directly or indirectly through any third party make any unlawful contribution, gift, entertainment, or other unlawful expense relating to political activity or to influence official action; make any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; make any bribe, rebate, payoff, influence payment, kickback, or other unlawful payment; or fail to disclose to Sprout Social fully any contribution or payment made by You (or made by any Person acting on its behalf of which You are aware) that violates the FCPA.

19. Assignment

    You may not may 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. This Agreement shall be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties hereto.

20. 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.

21. 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: General Counsel 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.

22. Severability

    If any part of this Agreement is held to be invalid or unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in full force and effect.

23. Relationship; 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.

24. Survival

    Sections 1 (Acceptance of Terms), 2 (Definitions), 3 (Nonexclusive Agreement), 11 (Term), 13 (Intellectual Property), 14 (Confidentiality), 15 (Disclaimer of Warranties and Liability), 16 (Limitation of Liability), 17 (Indemnification), 18 (Compliance with Law), 19 (Assignment), 20 (Entire Agreement), 21 (Notices), 22 (Severability), 23 (Relationship; Independent Contractor), 24 (Survival), 25 (Governing Law), 26 (Arbitration of Disputes) and 27 (No Waiver) will survive any termination of these Terms.

25. 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.

26. Arbitration of Disputes

    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.

27. No Waiver

    Sprout Social’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.