FIRST PARTY EXPERIENCE TERMS

The following terms shall apply to the license of First Party Experience products from Sprinklr.  Any defined terms not defined herein shall have the meaning ascribed to them in the agreement that Customer currently has in place with Sprinklr governing the use of Sprinklr Services.

  1. 1.          DEFINITIONS.

“Additional Moderation Services” means Sprinklr’s review of User Generated Content in accordance with the Moderation Guideline in other languages besides English.

“Additional Moderation Services Fees” means those fees to be paid by Customer to Sprinklr, as set forth in the Order Form, in consideration for Moderation Services beyond those provided as part of the base First Party Experience Service.

“Aggregate Statistics” means general statistical information about usage of the First Party Experience Service that is not able, either independently or if commingled with other data, to be used to identify Customer or any particular End User or group of End Users.

“Application(s)” means a specific licensed component of the First Party Experience Service, which are individually listed on the Order Form.

“Application Call” means First Party Experience Services that deliver major page components, including but not limited to blogs, forums, personas, photos and videos.

“Customer Website(s)” means the web site(s), the primary home page(s) of which is (are) identified by the URL(s) as set forth in Order Form, in connection with which Customer is authorized to use the First Party Experience Service under this Agreement.

“Data Migration” means working with Customer as Customer transforms the data from their existing system into the First Party Experience Service standard formats, loading the data into the stage environment, assisting with the testing of the data and performing a final load against the production environment once the First Party Experience Service is ready to go live on Customer Website.

“Documentation” means the technical how-to and other electronic documentation regarding the operation of the First Party Experience Service made available by Sprinklr to Customer for use under this Agreement.

“End User” means a person that utilizes the First Party Experience Service via the Customer Website(s).

“First Party Experience API” means application program interface(s) consisting of various tools and protocols to work in conjunction with the First Party Experience Service.

“First Party Experience Service” means: (a) the suite of software Applications, as further described in the Documentation, made available by Sprinklr to operate, maintain and deploy each Application; (b) the Documentation; and (c) all upgrades, enhancement and improvements thereto.  The First Party Experience Service provided under this Agreement includes only those Applications identified in an Order Form.

Level 1 Support” means the initial online customer support services Customer provides to End Users addressing: (a) the features and functionality associated with the First Party Experience Service or the Customer Websites; or (b) technical issues (e.g., error, software compatibility issues) addressed in the Documentation.

Level 2 Support” means the online support provided by Sprinklr to Customer’s authorized support contacts after Customer has made a commercially reasonable effort to render Level 1 Support and has been unable to resolve an issue; provided that Level 2 Support will only address technical or functional issues relating to the First Party Experience Service and not technical or functional issues relating to the Customer Websites.

“Mark” means a service mark, trademark, trade name, trade dress, logo and other business identifier of a party.

“Moderation Guideline” means a guideline created in mutual agreement between Sprinklr and Customer to define User Generated Content that is acceptable and User Generated Content that should be removed.

“Moderation Services” means Sprinklr’s review of User Generated Content, before and after the User Generated Content is posted to the Customer Website, in accordance with the Moderation Guideline that is developed in mutual agreement between the parties. Moderation Services is only available in English.

Onboarding” means the services covering the Provisioning of the First Party Experience Service, along with providing training and guidance to the Customer’s implementation team

“Page View Counting Image” means that certain zero-byte image provided by Sprinklr that captures the following attributes from each web page on which the image is placed:  URL, USERID, GCID and TimeStamp.

“Provision” or “Provisioning” means the configuration and deployment of the First Party Experience Service on a Customer Website, beginning with and including information exchange, deployment of a staging environment, product provisioning, configuring and deployment of production environment.

Usage Data” means information and/or data captured or generated by the Customer’s production environment regarding Customer’s and End Users’ use of the First Party Experience Service.

“User Generated Content” means any content (including text, images, video or other form of content), materials, or other information in any format submitted or published by End Users.

 

  1. 2.       PROVISION OF SERVICES

2.1        First Party Experience Service.   During the Term, Sprinklr will: (a) Provision the First Party Experience Service as further described the Documentation; (b) host and maintain the First Party Experience Service; and (c) be responsible for developing and testing any and all software and related technology required to provide the First Party Experience Service, all as contemplated under this Agreement.

2.2        API.  Sprinklr will provide Customer with the First Party Experience API for use in allowing Customer to integrate the Customer Websites with the First Party Experience Service.  Sprinklr will cooperate with Customer, as set forth in the Documentation, to assist Customer in integrating the First Party Experience Service with a Customer Website for those functions of the First Party Experience Service that Customer elects to provide to End Users.

2.3        Technical Support.  During the Term, Customer will provide End Users with Level 1 Support and Sprinklr will provide Customer with Level 2 Support, each as described in Section 2.4 of this Amendment.

2.4        Level 2 Support.  Sprinklr will provide Customer with Level 2 Support as follows.  Customer will implement measures to ensure that any End User with questions or problems regarding access or use of the First Party Experience Service will first contact Customer for Level 1 Support.  If Customer, after expending all reasonable efforts, cannot resolve the End User’s problem, then Customer’s authorized support contact (“Support Contact”) may contact Sprinklr’s support technicians for assistance in resolving the issue.  Sprinklr will provide such assistance to Customer, who will pass on applicable information to its End User.  If Sprinklr and Customer reasonably determine that Customer is failing to meet its obligation to provide adequate Level 1 Support, Sprinklr and Customer in agree in writing (email is sufficient) and if Customer fails to correct such failure within five (5) business days, Sprinklr may charge Customer for Level 2 Support on a per-incident basis at a rate of US$250.00.

2.5        Moderation Services. Customer may elect to have Sprinklr provide Moderation Services for one or more of the Customer Website(s) at the respective fees set forth in an Order Form.  If elected, Sprinklr and Customer will mutually agree to a Moderation Guideline to define User Generated Content that is considered acceptable and User Generated Content that will be removed from the Customer Website.  Sprinklr will reasonably review User Generated Content that is flagged as spam, abusive, obscene, or offensive either by the First Party Experience Service or by the End Users against the Moderation Guideline.    If Sprinklr reasonably determines the User Generated Content to be non-compliant with the Moderation Guideline, Sprinklr will remove the specified User Generated Content from the Customer Website.  In the event that Sprinklr is unable to readily determine whether the User Generated Content violates the Moderation Guideline, Sprinklr will escalate the decision to Customer where a final decision may be made.   The standard Moderation Services offered by Sprinklr are only available in English.

2.6        Additional Moderation Services.  Customer may elect Sprinklr to perform Additional Moderation Services in other languages, which may require an additional fee.  Additional Moderation Services will follow the same procedure as Moderation Services in English.

2.7        Data Migration Services.  Customer may elect to have Sprinklr provide Data Migration for one or more of the Customer Website(s) at the respective fees set forth in an SOW. Sprinklr will work with Customer as Customer transforms the data into the First Party Experience Service standard formats, migrate the data into the stage environment, and assist in the testing of the data.  Finally Sprinklr will perform the migration against the production environment once the First Party Experience Service is ready to go live on Customer Website.

  1. 3.       PROMOTIONAL OBLIGATIONS

3.1        Section 3.1 (Branding) is hereby deleted in its entirety.

3.2        Prohibited Advertisements. Customer will not sell, display or allow to be sold or displayed on the Customer Websites or in connection with any content displayed on the Customer Websites, any advertisements that advertise or promote products or services that are illegal or pornographic.

4.      WEBSITE AND TRAFFIC OBLIGATIONS

4.1        Privacy Policy; Terms of Use Agreement.  Customer will post a privacy policy (the “Privacy Policy”) and a terms of use agreement (the “Terms of Use”) on each page for every Customer Website.  Customer will at all times comply with the terms of the Privacy Policy and Terms of Use in connection with the operation of the Customer Websites.  Customer will ensure that the Terms of Use includes or incorporates by reference: (a) standard disclaimers of any and all warranties on behalf of third party service providers, including a disclaimer of implied warranties of merchantability, fitness for a particular purpose and non-infringement of the First Party Experience Service provided on the Customer Websites; and (b) exclusion of liability for consequential, special, punitive, indirect and any other damages other than direct damages.  Customer must further ensure that both the Privacy Policy and Terms of Use comply with all applicable laws, rules and regulations and are binding upon all End Users.

4.2       Page View Counting ImageCustomer will ensure that the Page View Counting Image is located on any web page within the Customer Website that displays or captures information from the First Party Experience Service.  If not otherwise resident on any web page, Customer will place the Page View Counting Image on such web page and once resident on a web page, Customer will not remove (or disable) the Page View Counting Image from such web page.

4.3        Traffic Recognition; Statistical Information.  Customer will have the right to attribute any web traffic data and related activity generated from the First Party Experience Service on the Customer Websites for purposes of reporting such web traffic and activity to any third party media ratings organizations (e.g., comScore Media Metrix).  Notwithstanding the foregoing, Customer agrees that for any third party media ratings organization that measures web traffic data related to any calls to the First Party Experience Service that reside across a number of different websites (including Customer Websites), Sprinklr will have the right to refer to the aggregate volume of web traffic data generated from any calls to the First Party Experience Service in its marketing and promotional materials.

4.4        Traffic Increase Notice. Customer will use commercially reasonable efforts to notify Sprinklr in writing (email is sufficient) of any events, projects or promotions that Customer has reason to believe will result in any increase in page views or other traffic on the Customer Websites greater than three (3) times the monthly average traffic.  Customer will use commercially reasonable efforts to provide such notice to Sprinklr twenty-four (24) hours in advance of initiation of such project or promotion.  Failure to provide such notice by Customer will not be deemed a breach of this Agreement, provided that the application of any service levels applicable to the First Party Experience Service will be suspended for the duration of such event, project or promotion.

4.5        Site Stats. Upon written (email is sufficient) request from Sprinklr (but no more than twice per year), Customer will provide Sprinklr with web site traffic reports (including monthly unique visitors and page views) for the Customer Websites for purposes of allowing Sprinklr to estimate and forecast web hosting loads and improving the operation of the First Party Experience Service.

  1. 5.       LICENSE GRANTS

5.1        Sprinklr LicensesSubject to the terms and conditions of this Agreement, Sprinklr hereby grants Customer the following nonexclusive, worldwide, nontransferable (except as provided in the Agreement) licenses during the Term:

5.1.1            Sprinklr Marks: to use the Sprinklr Marks, pursuant to Section 3.1 of this Amendment and as otherwise authorized in this Agreement.

5.1.2            First Party Experience API: to make, have made, reproduce and use a reasonable number of copies of: (a) the First Party Experience API on personal computers and/or storage devices (such as a network server) for the purposes of designing, developing, and testing the integration of the Customer Websites with the First Party Experience Service, and (b) the Documentation, provided that such copies will only be used internally in connection with Customer’s integration efforts; and

5.1.3            First Party Experience Service: to use and access, and to allow End Users to use and access, the First Party Experience Service as integrated into the Customer Websites.

5.2        Customer Licenses. Subject to the terms and conditions of this Agreement, Customer hereby grants Sprinklr the following nonexclusive, worldwide, nontransferable (except as provided in the Agreement), sublicensable, royalty-free, fully paid up, licenses:

5.2.1            User Generated Content: during the Term, to upload, store, reproduce as necessary to display and distribute the User Generated Content through the First Party Experience Service solely for purposes of making the User Generated Content available on the Customer Websites through the First Party Experience Service in accordance with this Agreement; and

5.2.2            Aggregate Statistics: on a perpetual basis, to use, copy and distribute the Aggregate Statistic for purposes of improving the operation of the First Party Experience Service, performing statistical analysis, and promoting the First Party Experience Service; provided that such promotions do not reference Customer or any information that would reasonably enable a third party to identify Customer.

5.2.3            Usage Data:  during the Term, to upload, store and reproduce the Usage Data as necessary to provide the First Party Experience Service in accordance with this Agreement

5.3        Prohibitions. Customer agrees that it will not, and will not assist or knowingly permit any person or entity to, reverse engineer, reverse assemble or otherwise attempt to determine or derive the source code of the First Party Experience APIs or First Party Experience Service.  Sprinklr agrees that it will not, and will not assist or knowingly permit any person or entity to, use the Usage Data or the User Generated Content for any purpose other than as authorized in this Agreement.

  1. 6.       OWNERSHIP

6.1        Customer.  Subject to the licenses set forth in Section 6.2, as between the Parties, Customer will own all right, title, and interest in and to the (a) User Generated Content, (b) Usage Data; and (c) Customer Websites (including the look and feel thereof), including all intellectual property rights in each of the foregoing.

6.2        Sprinklr.   Subject to the licenses set forth in Section 6.1 and Customer’s underlying rights in the User Generated Content and the Customer Websites, as between the Parties, Sprinklr will own all right, title and interest in and to the: (a) First Party Experience API, the First Party Experience Service, and any materials used, provided, or created by or on behalf of Sprinklr, its Affiliates or agents in order to perform under this Agreement; and (b) Sprinklr Website (including the look and feel thereof), including all intellectual property rights in each of the foregoing.

6.3        No Other Rights. Except as this Agreement specifically provides, neither Party acquires any right to use, or any title or interest in, the other Party’s intellectual property rights.

  1. 7.       REPRESENTATIONS AND WARRANTIES; DMCA NOTICE AND TAKEDOWN PROCEDURE

7.1        Customer Representations and Warranties.  Customer will be solely responsible for all content appearing on the Customer Websites, including all User Generated Content stored by Sprinklr or its agents on behalf of Customer.  Customer represents and warrants that: (a) the User Generated Content, the Customer Marks and each Customer Website: (i) will not be libelous, (ii) will not violate any applicable Laws, and (iii) will not infringe any intellectual property right or any other right of any third party, including any right of privacy or publicity; (b) with respect to any materials (including User Generated Content) made available on or through the Customer Websites by or on behalf of Customer or any End User, Customer has all necessary rights and licenses to use such materials on the Customer Websites; (c) Customer will ensure that, with respect to any User Generated Content, each End User provides appropriate permission prior to uploading any User Generated Content using the First Party Experience Service, to allow Customer and Sprinklr to use, store, copy, perform, display, adapt, modify, and create derivative works from any User Generated Content, as permitted through and to the extent enabled by the functionality of the Customer Website; and (d) its operation of the Customer Websites, including the registration procedures for the First Party Experience Service, complies with all applicable Laws, including the Children’s Online Privacy Protection Act of 1998.

7.2        DMCA Notice and Takedown ProceduresCustomer will comply with the Digital Millennium Copyright Act (“DMCA”) notice and takedown procedures as it may apply to the User Generated Content.