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Sprout Social Website Terms of Use

Effective Date: June 30, 2023

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.

1. Introduction

Welcome to Sprout Social! Please read the following terms and conditions (“Terms of Use”) that govern your access to and use of www.sproutsocial.com and each webpage that links to these Terms of Use (“Site”).

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.

By using and accessing the Site, you acknowledge that you have read, understood and agree to be bound by these Terms of Use, our Privacy Policy, and our Cookie Notice. If you do not agree to be bound by the Terms of Use, Privacy Policy, or Cookie Notice, then you must not access or use the Site.

2. Modifications

We reserve the right to modify our Terms of Use at any time by posting the modified terms on the Site and without providing you with prior notice. Your continued use of the Site shall be deemed to constitute acceptance by you of such modifications. The updated Terms of Use will be effective as of the time of posting, or on such later date as may be specified in the updated Terms of Use and will apply to your use of the Site from that point forward. The Effective Date set forth above indicates the last date the Terms of Use was updated, so be sure to check back for updates. We may also change or discontinue any aspect, service, or feature of the Site at any time, including but not limited to content, availability, and equipment needed for access and use, without notice.

3. Access and Use

Subject to compliance with these Terms of Use, you may use the Site and content included in or made available through the Site (e.g., text, graphics, logos, images, sounds, videos, downloads, documents, etc.) (“Content”) for your personal, non-commercial purposes, and to learn more about the products and services offered by Sprout Social. You agree that you are solely responsible for any breach of your obligations under these Terms of Use and for the consequences of any such breach. You represent and warrant that your use of the Site or Content is not unlawful or otherwise prohibited by these Terms of Use.

By accessing and/or using the Site or Content, you agree that you will not, and will not permit any third parties on your behalf to: (i) access or attempt to access the Site other than through the interface that is provided to you by Sprout Social, unless you have been otherwise permitted to do so in an express agreement signed by an authorized representative of Sprout Social, (ii) scrape, duplicate, reproduce, copy, republish, license, sell, trade, or resell the Site or Content for any purpose, unless you have been permitted to do so in an express agreement signed by an authorized representative of Sprout Social, (iii) use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real-time activities through the Site, (iv) use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying any of the Content or other materials on the Site, (v) reverse engineer or otherwise attempt to discover any source code, (vi) mirror or frame the Site (in whole or in part) on any other website or webpage, (vii) introduce any viruses, Trojan horses, worms, logic bombs, or other materials that are malicious or technologically harmful to the Site or Sprout Social, (viii) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the Content, the server on which the Site is stored, or any server, computer, or database connected to the Site, (ix) attack the Site via a denial-of-service attack or distributed denial-of-service attack, (x) divert or attempt to divert other visitors to the Site to another website, application, or service, or otherwise restrict or inhibit any other individual from accessing or using the Site, (xi) otherwise attempt to interfere with the proper working of the Site, (xii) use any Content or information from the Site to send unsolicited or unauthorized emails, (xiii) impersonate any person or entity or misrepresent your affiliation with any person or entity in connection with your use of the Site, or (xiv) use the Site for any purpose or in any manner that is unlawful or prohibited by our Terms of Use.

4. Feedback

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.

5. External Links

The Site may include links to third-party websites, which are provided solely as convenience to you. Such links do not imply or constitute any endorsement, sponsorship, recommendation by Sprout Social of the third party, third-party’s website, or information contained therein.

You acknowledge that Sprout Social has no control over these third-party websites and that Sprout Social is not responsible for any of the content, links, or changes posted on such websites. Sprout Social shall not be liable to you for any damage or loss arising from or in connection with any links to third-party websites.

If you use the links to leave the Site, you acknowledge that your use of the third-party websites is at your own risk and subject to the applicable terms, conditions, and policies, including privacy notices, of such third-party websites.

6. Links to the Site

You may link to our Site, provided that you (i) do so in a way that is accurate, fair, legal, and does not damage or take advantage of our reputation and goodwill, and (ii) do not establish a link that suggests any form of association, approval, or endorsement on Sprout Social’s part without our prior written consent. You agree to cooperate with us in causing any unauthorized framing or linking immediately to stop. We reserve the right to withdraw any permissions to link herein without notice.

Our “Insights” blog found on the Site (“Blog”) may provide certain social media shortcuts that enable you to: (i) link from your own or certain third-party websites to certain content on the Blog; (ii) send emails or other communications with certain content, or links to certain content, on the Blog; or (iii) cause limited portions of content on the Blog to be displayed or appear to be displayed on your own or certain third-party websites. You may use these shortcuts solely as they are provided by us, provided that you do not take any action that is inconsistent with any other provision of these Terms of Use.

7. 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.

These Terms of Use grant you a limited and non-exclusive right to use the Site and Content for your personal, non-commercial use only. Except as indicated otherwise herein, you may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit, or otherwise exploit any of Content on our Site, except as follows:

  • 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.

  • If we provide any features and functionality as part of the Site, you may take such actions as are enabled by such features and functionality that are consistent with these Terms of Use.

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.

8. Termination

We may terminate or suspend these Terms of Use at any time without notice to you. Without limiting the foregoing, we may, in our sole discretion, terminate your access or use of the Site and/or block your future access to the Site for cause, which includes, but is not limited to: (1) our determination that you violated these Terms of Use or other agreements or guidelines which may be associated with your use of the Site, (2) discontinuance or a material modification to the Site, or (3) unexpected technical issues or problems.

9. Disclaimer

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.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPROUT SOCIAL HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SPROUT SOCIAL IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY OR EXPLICITLY SET FORTH IN THESE TERMS OF USE. THE CONTENT ON THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. NOTHING ON THE SITE CONSTITUTES A WARRANTY ON SPROUT SOCIAL’S PRODUCTS OR SERVICES.

10. Indemnification

To the fullest extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Sprout Social and our affiliates, and each of our respective employees, officers, directors, contractors, consultants, equity holders, suppliers, vendors, service providers, parent companies, subsidiaries, affiliates, agents, representatives, predecessors, successors, and assigns (individually and collectively, the “Sprout Social Parties”), from and against all actual or alleged claims, damages, awards, judgments, losses, liabilities of every kind, and nature whatsoever, whether known or unknown, that are caused by, arise out of, or are related to (a) your use or misuse of the Site, (b) your violation of these Terms of Use, and/or (c) your violation of any right(s) of any third party. You agree to promptly notify Sprout Social of any claim(s) and shall cooperate fully with the Sprout Social Parties in defending such claims. You further agree that the Sprout Social Parties shall have control of the defense or settlement of any third party claims. THIS INDEMNITY IS IN ADDITION TO, AND NOT IN LIEU OF, ANY OTHER INDEMNITIES SET FORTH IN ANY WRITTEN AGREEMENT(S) BETWEEN YOU AND SPROUT SOCIAL.

11. Violation of these Terms of Use

We may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site or a violation of these Terms of Use.

If we take any legal action against you as a result of your violation of these Terms of Use, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to us. You agree that we will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms of Use. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees.

12. 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.

13. Governing Law and Venue

All matters relating to the Site and these Terms of Use, and any dispute or claim arising therefrom or related to (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any choice or conflict of law provision or rule.

Except as provided in Section 14 below, any legal suit, action, or proceeding arising out of or related to the Site or these Terms of Use shall be instituted exclusively in the courts of Cook County, Illinois. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

14. Arbitration

You and Sprout Social agree to resolve any dispute or claim arising from or relating to your use of the Site or the Terms of Use through confidential, final and binding arbitration, administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect (the AAA Rules found here shall be deemed incorporated by reference into this section). Arbitration, including any threshold questions of arbitrability of the dispute, will be handled by a sole arbitrator in accordance with the AAA Rules, the seat of the arbitration will be Chicago, Illinois, and the language of the arbitration shall be English. Judgment on the arbitration award may be entered in any court that has jurisdiction. Your responsibility to pay any filing, administrative, and arbitrator fees will be solely as set forth in AAA’s rules. You may only bring claims in your individual capacity and on your own behalf, and no claims you bring may be joined or consolidated with any claims brought by any other party, without the written consent of all parties. You further understand that by agreeing to the Terms of Use, you expressly waive your right to a jury trial, to participate in or bring class, collective, or mass action, private attorney general action, or any other proceeding brought against Sprout Social by someone else.

15. Copyrights/DMCA Takedown

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 legal@sproutsocial.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.

16. Survival

All provisions of these Terms of Use which by their nature should survive termination shall survive the termination of your use and access to the Site, including, without limitation, provisions regarding intellectual property rights, warranty disclaimers, termination, indemnification, and limitation of liability.

17. Miscellaneous

Entire Agreement. These Terms of Use constitute the sole and entire agreement between you and Sprout Social with respect to the subject matter hereof, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Site.

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.

Severability. If any provision of these Terms of Use 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 the Terms of Use will continue in full force and effect.

Assignability. These Terms of Use are personal to you, and are not assignable, transferable, or sublicensable by you except with Sprout Social’s prior written consent.

Notices. All notices to Sprout Social under these Terms of Use must be in writing and sent electronically to legal@sproutsocial.com with a subject line “Notice under Sprout Social Terms of Use”, and will be deemed to have been duly given receipt is electronically confirmed.

18. Contact us

If you have any questions about our Site or these Terms of Use, please email us at legal@sproutsocial.com.