Please read the following carefully as they affect your legal rights. This set of terms includes a class action waiver and requires binding arbitration on an individual basis to resolve disputes. Your use of the Site (defined below) constitutes your agreement to follow and be bound by this set of terms.
If you are a user of Sprout Social’s web application available at app.sproutsocial.com or advocacy.sproutsocial.com (collectively, “Sprout Platform”), please note that your use of the Sprout Platform is governed by our Terms of Service or other agreement between you and Sprout Social that govern your use of the Sprout Platform, as applicable.
Any reference to “Sprout Social”, “our”, “us” or “we” means Sprout Social, Inc. Any reference to “your” or “you” means you as a visitor to the Site.
Access and Use
You are not required to provide us with any ideas, suggestions, requests, recommendations, proposals, plans, or other comments or materials (collectively, “Feedback”). If you provide Feedback, you acknowledge and agree that any and all Feedback you provide at this Site are deemed to be non-confidential and we are free to use such information on an unrestricted basis.
Intellectual Property Rights
Except as otherwise provided, the Site and Content are the exclusive property of Sprout Social, its licensors, and content providers and are protected by U.S. and international intellectual property laws. All rights, title, and interest not expressly granted with respect to the Site and/or Content are reserved and retained by Sprout Social, its licensors, and content providers.
The “Sprout Social” name, the terms “Sprout Social”, “Sprout Social Index”, the Sprout Social logo, and all related names, logos, products, and service names, designs, and slogans that currently are or may become trademarks of Sprout Social or its affiliates or licensors. You must not use such marks without our prior written consent. All other names, logos, product and service names, designs, and slogans on this Site are the trademarks of their respective owners.
Except with our express prior written permission or as permitted by applicable laws, you may not copy, distribute, reproduce, mirror, modify, frame, publicly display, publicly perform, translate, create derivative works of, re-publish, or transmit the Site or Content (in whole or in part) in any way or through any medium for distribution, publication, or any commercial purpose.
- Your device may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
- You may store files that are automatically cached by your device for display enhancement purposes.
You must not:
- Make or modify copies of any Content from the Site.
- Use any illustrations, photographs, video, or audio sequences or any graphics available through the Site separately from the accompanying text.
- Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials available through the Site.
YOUR USE OF THE SITE AND ITS CONTENT AND ANY ITEMS OBTAINED THROUGH THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATIONS AND WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SPROUT SOCIAL NOR ANY PERSON ASSOCIATED WITH SPROUT SOCIAL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER SPROUT SOCIAL NOR ANY PERSON ASSOCIATED WITH SPROUT SOCIAL REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR SERVER WHICH MAKES THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SPROUT SOCIAL, ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER TYPE OF DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE, OR FOR ANY CONTENT OR ITEM ON THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE (“DAMAGES”), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF SPROUT SOCIAL OR ITS AFFILIATES OR OTHER RELATED ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. YOU UNDERSTAND AND AGREE THAT YOU ASSUME ALL RESPONSIBILITY FOR YOUR USE OF THE SITE AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL DAMAGES ARISING FROM YOUR USE OF THE SITE. NOTWITHSTANDING THIS SECTION, IF SPROUT SOCIAL IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM, OR DAMAGE, YOU AGREE THAT THE MAXIMUM AGGREGATE LIABILITY OF SPROUT SOCIAL AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, LICENSORS, SERVICE PROVIDERS, CONTRACTORS, OR AGENTS SHALL, IN ALL CASES, BE LIMITED TO FIFTY ($50) U.S. DOLLARS.
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 YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE LESSER OF (A) FIFTY ($50) US DOLLARS USD OR (B) THE EXTENT OF THE AMOUNT PERMITTED BY LAW, THEREBY MINIMIZING OUR LIABILITY TO YOU TO EITHER FIFTY ($50) US DOLLARS OR THE LOWEST AMOUNT PERMITTED BY APPLICABLE LAW.
Governing Law and Venue
As Sprout Social asks others to respect its intellectual property rights, it respects the intellectual property rights of others. Sprout Social, in appropriate circumstances, may remove from the Site content that might infringe the intellectual property rights of others.
If you believe your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on the Site, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest;
- A description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
- Identification of the URL or other specific location on the Sprout Social Site where the material that you claim is infringing is located; your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid and we will have no obligation to respond or acknowledge receipt of your notice. Please note that you will be liable for damages (including costs and attorneys’ fees) if you misrepresent or make bad faith claims that any material on the Sprout Social Site infringes your copyrights. You can contact our Designated Agent by emailing email@example.com; or, alternatively mailing a notice to: Sprout Social, Inc., Attn: DMCA Registered Agent, 131 S. Dearborn St., Ste. 700, Chicago, IL 60603; (866) 878-3231
THE DESIGNATED AGENT SHOULD BE CONTACTED ONLY IF YOU BELIEVE THAT YOUR WORK HAS BEEN USED OR COPIED IN A WAY THAT CONSTITUTES COPYRIGHT INFRINGEMENT AND SUCH INFRINGEMENT IS OCCURRING ON THE SITE. ALL OTHER INQUIRIES DIRECTED TO THE DESIGNATED AGENT WILL NOT RECEIVE A RESPONSE.
Waiver. No waiver by Sprout Social of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.