Master Services Agreement (USA)
“Acceptable Use Policy” means Sprinklr’s Acceptable Use Policy, available at www.sprinklr.com/legal.
“"Affiliate"means any entity which is directly or indirectly controlling, controlled by, or under common control with a party to this Agreement.
“"Agency"means Customer representatives, advertising agencies and/or other Customer service providers.
“"Connected Services"means the various social media services supported by the Platform that Customer wishes to connect to through the Platform.
“"Connected Services Authorisation"means the authorisation relating to the Customer’s Connected Services accounts, which enable the Platform to interact with Customer’s Connected Services accounts.
“"Content"means Inbound Content, Customer Content and informational content entered into the Sprinklr Account.
“Contractor” means subcontractors, suppliers, resellers and advisors.
“Customer Content” means any material that is (i) entered into the Sprinklr Account by the Customer, an Agency or employee on behalf of or under the direction of the Customer or (ii) published through the Sprinklr Account to the Connected Services for which Sprinklr has Connected Services Authorisation.
“Customer User” means an individual user who is authorised by the Customer to use the Platform and to whom the Customer supplied a user identification and password. Customer Users may include, for example, the Customer’s and Agency’s employees, and contractors.
“Data Processing Addendum” means Sprinklr’s Data Processing Addendum, available at www.sprinklr.com/legal
“Force Majeure Event” means circumstances beyond a party’s reasonable control, including but not limited to acts of God, fire, labour difficulties, terrorism, failure of third-party networks or the public internet, power outages, or governmental demands or restrictions.
“Inbound Content” means any information published on any Connected Service not created by a Customer User. Such information includes but is not limited to, in whatever form and/or nature, text, data, graphics, photos, audio, video, electronic messages, trademarks and other identifiers.
“Internal Use” means use of the Sprinklr Services for the Customer’s and/or Customer Affiliates’ general business use, solely for the benefit of the Customer and/or Customer Affiliates, but does not include use of the Sprinklr Services to provide any services for the benefit of third parties.
“Order Form” means a written order executed by the parties which defines the respective order parameters and Platform information, such as, modules purchased, term and associated fees.
“Platform” means Sprinklr’s proprietary customer experience software services, accessed by the Customer via the internet, as specified in an applicable Order Form. Platform includes Updates made during the Term.
“Professional Services” means Sprinklr social media services other than the Platform that may be offered from time to time and that the Customer elects to receive as described in an executed SOW.
“SLA” means Sprinklr’s Service Level Agreement, available at www.sprinklr.com/legal.
“SOW” (Statement of Work) means a written order executed by the parties which identifies the Professional Services ordered by the Customer, including the description, and associated fees.
“Sprinklr Account"means the Customer’s password-restricted account to access and use the Platform.
“Sprinklr Services” means the Platform and Professional Services.
“Updates” means modifications, updates and changes made by Sprinklr to the Platform which Sprinklr makes generally available to its customers at no additional fee. Updates exclude new features, functions and capabilities which are offered for an additional fee and must be specified in an Order Form or SOW.
“User Guides” means Sprinklr materials made available to the Customer through the support portal to assist users of the Platform, as such materials may be updated during the Term.
2. INTELLECTUAL PROPERTY, RIGHTS OF USE
2.1 The Customer owns all right, title and interest in and to all Customer Content uploaded, stored, processed or transmitted through the Platform under the Sprinklr Account.
2.2 Sprinklr owns all right, title and interest in and to the Platform, User Guide and all Sprinklr Services.
2.3 Subject to the terms and conditions of this Agreement, Sprinklr grants to the Customer a non-exclusive, non-transferable right to access and use the licensed modules of the Platform for Internal Use, during the Term. The Platform may be accessed and used solely by the number of Customer Users specified in the applicable Order Form(s). Sharing of Customer User accounts (user identification and password) is prohibited. Customer User accounts may only be reassigned to a new individual replacing one who will no longer use the Sprinklr Services.
2.4 Subject to the terms and conditions of this Agreement, the Customer’s Affiliates and Agencies may access and use the Platform for Internal Use. All obligations of the Customer shall apply equally to each Customer Affiliate and Agency that uses the Sprinklr Services; provided however, the Customer shall be responsible for ensuring that all Customer Users comply with this Agreement (including, but not limited to the Acceptable Use Policy) and all acts or omissions of its Affiliates and Agencies under this Agreement.
2.5 Customer grants to Sprinklr during the term of this Agreement a royalty-free, non-exclusive, non-transferable, worldwide right and licence: (i) to copy, cache, store, reproduce, perform, display, use, distribute, transmit and generally make available the Customer Content in electronic form via the internet, through wireless communications services and social media through the Platform in order to provide the Sprinklr Services to the Customer in accordance with this Agreement; and (ii) to access the Customer’s accounts on the Connected Services in order to provide the Sprinklr Services.
2.6 The Acceptable Use Policy, in its current version at the Effective Date of this Agreement, shall be incorporated into this Agreement, in its entirety, and the Customer will comply with the Acceptable Use Policy.
2.7 The SLA, in its current version at the Effective Date of this Agreement, shall be incorporated into this Agreement, in its entirety, and Sprinklr will provide the Sprinklr Services in accordance with the SLA.
2.8 The Customer will not, directly or indirectly (i) misappropriate or infringe Sprinklr’s intellectual property rights, (ii) reverse engineer, decompile, disassemble, disclose or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Platform; (iii) modify, translate, or create derivative works based on the Platform; (iv) use the Sprinklr Services for purposes of a third party or otherwise for the benefit of a third party (other than an Affiliate as permitted hereunder); or (v) use or view the Platform for the purposes of developing, directly or indirectly, a product or service competitive to the Sprinklr Services.
3. TERM AND TERMINATION
3.1 The term of this Agreement will begin on the Effective Date and continue until expiration or termination of all Order Forms and/or SOWs (the “Term”). Each Order Form and SOW will have its own term as stated in such document.
3.2 Either party may terminate this Agreement and all Order Forms and SOWs in the event that the other party is in material breach of this Agreement and/or any Order Form or SOW which has not been cured within thirty (30) days following receipt of written notice of such breach.
3.3 Upon expiration or termination of this Agreement: (i) in the event of termination due solely to a breach by Sprinklr, then Sprinklr shall refund any prepaid fees for Services that would have been rendered after the date of termination; (ii) in the event of termination due solely to a breach by the Customer, then the Customer shall pay all fees until the date of termination, plus all fees throughout the remainder of the term of the applicable Order Form and/or SOW; (iii) all rights to use the Platform immediately cease and provision of Professional Services immediately ends; (iv) within thirty (30) days, each party will return or destroy, at the disclosing party’s request, the other party’s Confidential Information; and (v) Sections 2 and 6 - 11 shall prevail, as well as any other provisions which, by their terms or sense, are intended to prevail.
3.4 Within thirty (30) days after the effective date of termination Sprinklr will, upon the Customer’s request, extract all available Customer Content from the Platform. Both parties will agree to an acceptable transfer methodology (typically Sprinklr provides an SFTP for the transfer). If the Customer's accounts are deactivated prior to the termination date, data contained within those accounts is not available anymore, therefore the Customer must extract the data prior to deactivating accounts. After such thirty (30) day period, Sprinklr shall have no obligation to maintain or return any Customer Content. Any reasonable expenses incurred by Sprinklr as a result of this extraction shall be the responsibility of the Customer.
4. FEES AND PAYMENT
4.1 The Customer shall pay Sprinklr all fees set forth in each applicable Order Form and/or SOW (collectively, “Fees”) within thirty (30) days of the invoice date, unless stated otherwise in an applicable Order Form and/or SOW. The Customer may withhold payment of any Fees that are the subject of a good faith dispute of which the Customer has provided Sprinklr written notice within five (5) business days of invoice receipt (“Disputed Fees”); provided that all Fees which are not Disputed Fees shall be timely paid, and the Disputed Fees shall be paid within ten (10) days of resolution of the dispute.
4.2 All Fees set forth in an Order Form are payable in advance and are non-cancellable, non-refundable and are based on the Sprinklr Services purchased and not based on usage, unless stated otherwise in an applicable Order Form and/or SOW. The Customer shall reimburse Sprinklr for all reasonable out-of-pocket expenses incurred in performing the Professional Services as described in the applicable SOW upon the submission to the Customer of applicable receipts or other documentation.
4.3 Sprinklr reserves the right to charge the Customer interest at the rate of the lesser of 1.5% per month, or the maximum rate permitted by law on any Fees not received by Sprinklr within fifteen (15) days of the payment due date. Additionally, in the event any Fees or expenses are more than thirty (30) days overdue, Sprinklr may (i) suspend its performance of the Sprinklr Services, and (ii) require full payment before Sprinklr resumes performance.
4.4 All Fees exclude taxes and the Customer agrees to pay any applicable taxes charged arising from this Agreement in a timely manner, other than those based on Sprinklr’s income. If the Customer is tax-exempt, the Customer shall provide Sprinklr with its tax exemption number and certificate within five (5) business days after the Effective Date. The Customer shall be responsible for any liability or expense incurred by Sprinklr as a result of the Customer’s failure or delay in paying taxes due or if the Customer’s claimed tax exemption is rejected. If the Customer is legally required to withhold tax from its payment of Fees to Sprinklr, and/or to pay any equalisation taxes, the Customer agrees to gross up all Fees that are subject to such withholding tax, and shall not be entitled to reduce the Fees on an Order Form and/or SOW by any equalisation taxes, such that the net payment received by Sprinklr is the full originally stated amount of such Fees.
5.1 Each party represents and warrants that it has the right and authority to enter into and perform its obligations under this Agreement and shall comply with all applicable laws.
5.2 Sprinklr warrants that during the Term, when used by the Customer as expressly permitted hereunder, the Platform shall substantially conform to the User Guides and shall perform in all material respects in accordance with the terms of this Agreement and each Order Form or SOW. In the event the Customer determines that the Platform has not met the foregoing warranty, the Customer shall give Sprinklr prompt notice of the deficiency, including details sufficient to allow Sprinklr to replicate the deficiency, and in such event Sprinklr will use commercially reasonable efforts to remedy the identified deficiency. If Sprinklr does not remedy the deficiency, either party may terminate the affected Order Form or SOW and in such case Sprinklr will refund to the Customer the amount of any pre-paid Fees for the period after termination as its exclusive remedy. This warranty does not cover any problem with or damage to the Platform to the extent caused by: (i) the Customer’s negligence, abuse, misuse, improper handling and/or use, (ii) modifications by anyone other than Sprinklr or its Contractors; (iii) failure to operate the Platform in accordance with the User Guides; or (iv) a Force Majeure Event.
5.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SOLE AND EXCLUSIVE WARRANTIES AND WARRANTY REMEDIES ARE SET FORTH IN THIS SECTION AND, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SPRINKLR SERVICES, INCLUDING ALL FUNCTIONS THEREOF, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ACCURACY OF CONTENT, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SPRINKLR SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.
6.1 Sprinklr shall indemnify, defend and hold harmless the Customer and its Affiliates (the “Customer Parties”) from and against any losses, liabilities, costs, expenses (including reasonable solicitors’ fees and expenses), penalties, judgements, settlement amounts and damages (“Losses”) incurred by a Customer Party arising from a claim, suit, action or proceeding brought by a third party (a “Claim”) against any Customer Party alleging that the Sprinklr Services (excluding the Content and use of the Connected Services Authorisation) when used by the Customer as permitted hereunder infringes any third-party intellectual property right. In the event it is held (or in Sprinklr’s reasonable opinion it is likely to be held) that the Sprinklr Services when used in accordance with this Agreement and the applicable Order Form and/or SOW infringe a third party’s rights, Sprinklr shall at its expense either (x) procure for the Customer the right to continue using the affected elements of the Sprinklr Services, or (y) replace or modify the affected elements of the Sprinklr Service, in whole or in part, so that it becomes non-infringing but provides substantially equivalent functionality. If Sprinklr, in its sole discretion, determines that neither (x) nor (y) are commercially reasonable, Sprinklr may terminate the provision of the affected Sprinklr Services and refund to the Customer the amount of any pre-paid Fees applicable to the terminated Sprinklr Services for the period after termination. The Customer acknowledges that its right to obtain indemnification and the rights described in the preceding sentence are its sole and exclusive rights in the event of such a claim.
6.2 The Customer shall indemnify, defend and hold harmless Sprinklr and its Affiliates, (the “Sprinklr Parties”) from and against any Losses arising from a breach of the Acceptable Use Policy.
6.3 The indemnification obligations contained in this Agreement are dependent upon: (i) notice by the party seeking indemnity (“Indemnitee”) to the party from whom indemnity is sought (“Indemnifier”) of any Claim for which indemnity is claimed within five (5) days of the Indemnitee receiving notice of such claim (failure to meet this condition does not exempt the Indemnifier of its indemnification obligation, except to the extent that failure has materially prejudiced the Indemnifier's ability to defend the Claim); (ii) complete control of the defence and settlement of the Claim by the Indemnifier, provided that no settlement may be made without the consent of the Indemnitee, such consent not to be unreasonably withheld or delayed; and (iii) reasonable cooperation by the Indemnitee in the defence as the Indemnifier may request. The Indemnitee has the right to participate in the defence against the indemnified Claims with counsel of its choice and at its own expense but may not confess judgement, admit liability or take any other actions prejudicial to the defence. Further, the Indemnitee may not settle an Indemnified claim unless such settlement includes an unconditional release of the other party from all liability on all Claims, or the other party gives its prior written consent, which shall not be unreasonably withheld.
6.4 THIS SECTION STATES EACH PARTY’S ENTIRE LIABILITY TO THE OTHER AND EACH PARTY’S SOLE REMEDY FOR ANY THIRD-PARTY CLAIM DESCRIBED IN THIS SECTION.
7. LIMITATIONS OF LIABILITY
7.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO THE SPRINKLR SERVICES.
7.2 EXCEPT FOR (I) EITHER PARTY’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT; (II) THE PARTIES’ INDEMNIFICATION OBLIGATIONS; AND/OR (III) A BREACH OF SECTION 2.8, IN NO EVENT SHALL THE TOTAL LIABILITY OF ONE PARTY TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR THE CUSTOMER’S USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM THE CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE CUSTOMER ACKNOWLEDGES THAT SPRINKLR HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL PREVAIL AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL THE LIMITATIONS IN THIS SECTION APPLY TO FEES DUE FOR THE SPRINKLR SERVICES UNDER THIS AGREEMENT.
7.3 Neither party will be liable to the other for any failure to perform, or delay in the performance of, any obligation under this Agreement caused by a Force Majeure Event.
8.1 “Confidential Information” means: (i) business or technical information, including product plans, designs, source code, marketing plans, business opportunities, personnel, research, development or know-how (all of the foregoing as they relate to the Sprinklr Services, including the Platform (current or planned), are Sprinklr’s Confidential Information, and all of the foregoing as they relate to the Customer’s business, are the Customer’s Confidential Information); and (ii) information designated by the disclosing party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential. Confidential Information includes information disclosed prior to or during the Term of this Agreement. Confidential Information shall not include information which: (i) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (ii) is or becomes available to the receiving party on a non-confidential basis from a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii) is developed independently by the receiving party without use of any of the disclosing party’s Confidential Information and by persons without access to such Confidential Information.
8.2 The Customer and Sprinklr each agree not to use any Confidential Information of the other party for any purpose other than as necessary to perform its obligations under this Agreement. During and after the Term, neither receiving party will disclose any Confidential Information of the disclosing party to any third party without the prior written consent of the disclosing party, except (i) where such disclosure is necessary for the performance of the receiving party’s obligations under this Agreement; or (ii) as may be required by Laws (provided that the party obligated to make the disclosure shall give the other party advance notice of such requirement to the extent legally permitted). Each receiving party shall be responsible for compliance with this Section and applicable provisions of this Agreement by its employees and Contractors, and shall obtain the agreement by each employee and Contractor to keep the Confidential Information of the disclosing party confidential and to use it solely as required for the performance of the receiving party’s obligations hereunder. For purposes of clarity, the Customer may publicly disclose the fact that it is using the Sprinklr Services, but all details about the uses, functionalities or other aspects of the Sprinklr Services (including screenshots and specific features of the Platform) are Confidential Information of Sprinklr and may not be disclosed.
9. DATA PROTECTION
The parties acknowledge and agree that with regard to the Processing of Personal Data, the Customer is the Controller and Sprinklr is the Processor as such terms are defined in the Data Processing Addendum. Sprinklr’s Data Processing Addendum, in its current version at the Effective Date of this Agreement, is incorporated into and subject to the terms of this Agreement by reference.
10. GOVERNING LAW
This Agreement is governed by the laws of the State of New York, without reference to conflict of law principles. The parties irrevocably consent to the exclusive jurisdiction of the state or federal courts located in New York County, NY, over any suit, action or proceeding arising out of or relating to this Agreement. THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT ANY ORDER FORM AND/OR SOW.
11.1 This Agreement incorporates any exhibits, appendices and other documents referred to in it, including, but not limited to, the Acceptable Use Policy, the SLA and/or, if applicable, any data processing agreement. This Agreement together with each Order Form and/or SOW is the entire agreement between the parties relating to this subject matter, and supersedes (i) any pre-printed terms on a purchase order, which shall have no effect, and (ii) all prior or contemporaneous understandings of the parties related thereto, including any separate non-disclosure agreement between the parties relating to this subject matter as it relates to confidential information disclosed after the date of and pursuant to this Agreement. This Agreement, any Order Form and SOW may be amended or any right waived only in writing signed by the parties. By executing this Agreement, the Customer affirms and agrees that Sprinklr has not made any representations to induce the Customer to enter this Agreement except for those representations explicitly set forth in this Agreement or in an Order Form or SOW entered into under this Agreement. The Customer disclaims reliance upon any representations of any kind whatsoever except for those set forth in this Agreement or Order Form or SOW.
11.2 In no event may either party initiate any action against the other party pursuant to this Agreement more than two (2) years from the date the claim arose, in case such limitation is permitted by applicable law.
11.3 Except as may be expressly provided herein, all remedies provided for in this Agreement are non-exclusive remedies.
11.4 Either party may assign this Agreement in whole or in part (i) to an Affiliate; (ii) in connection with a merger where the contracting entity does not survive such merger, or (iii) in connection with the sale of all or substantially all of the contracting entity’s assets related thereto. Except as expressly stated in this section, neither party may assign its rights or obligations under this Agreement without obtaining the other party’s prior written consent. Any assignment in contravention of this section is void.
11.5 Sprinklr may identify the Customer as a Sprinklr Customer in Sprinklr’s marketing materials, promotional presentations, customer lists, website and other written and electronic materials (name and logo). Any other uses of either party’s name and logo shall be subject to the prior review and approval of the owning party, such approval not to be unreasonably withheld.
11.6 Sprinklr has the worldwide, perpetual, irrevocable right and licence to use non-personal aggregated/anonymised statistical data derived from the operation and use of the Sprinklr Services (“Statistical Data”) for internal business and/or operating purposes only, provided that Sprinklr does not share with any third-party Statistical Data which reveals the identity of the Customer, Customer Users, or the Customer’s Confidential Information except as permitted pursuant to Section 8.
11.7 Nothing in this Agreement will create any association, partnership, or joint venture between the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly stated in this Agreement. If a court of competent jurisdiction finds any provision of this Agreement unenforceable, all other provisions will remain in full force and effect and the unenforceable provision will be replaced with an enforceable provision that most nearly achieves the intent and economic effect of the unenforceable provision.
11.8 In the event of a conflict between any provision of this Agreement and an SOW or Order Form, the terms of the SOW or Order Form shall prevail with respect to the matters covered by the applicable SOW and/or Order Form.
The Customer must comply with all applicable laws, regulations and the terms of service and rules and policies of any Connected Service with respect to (i) its usage of the Platform, including its processing of any information relating to an identified or identifiable natural person as defined by the applicable data protection laws, via the Platform, and/or (ii) its access to APIs, including, but not limited to the YouTube API (https://www.youtube.com/t/terms) and the Twitter API (https://twitter.com/en/tos). The Customer is responsible for all activity conducted under its Sprinklr Account, regardless of knowledge or intent, as well as all Customer Content that is entered through its Sprinklr Account on the Platform.
2. Customer Content
Customer Content may not: (i) be defamatory, harmful to minors, obscene, indecent, pornographic, libellous, threatening, harassing, false, misleading or inaccurate; (ii) contain or cause to be placed on Sprinklr’s or other third party’s systems any Trojan horses, worms, viruses or programming routines intended to interfere, damage, corrupt, surreptitiously intercept or expropriate any system, data or personal information; (iii) violate any applicable local, state, federal or foreign law, rule or regulation, including privacy laws and privacy standards (collectively, “Laws”); (iv) violate any rule or policy of any Connected Service; (v) infringe or violate any third party rights; or (vi) contain any health, medical, financial, credit card or other payment information or any information of any person under the age of 13. Customer Content that does not comply with clauses (i) – (vi) above is referred to as “Prohibited Information”. The Customer is responsible for reviewing and approving all Customer Content created or entered through or in its Sprinklr Account. The Customer is solely responsible for monitoring the communications it receives from users of the Connected Services that are processed through the Platform and for removing any Prohibited Information from the Platform. Sprinklr does not pre-screen Customer Content, however Sprinklr has the right, but not the obligation, to remove Prohibited Information from, or refuse to process any Prohibited Information on, the Platform and to make it unavailable through the Platform, as Sprinklr may reasonably determine. In addition, upon notice, Sprinklr may terminate or suspend use by any authorised user that created or entered or processed such Prohibited Information.
The Customer may only access and use the Platform through the Sprinklr Account, and agrees to provide and maintain accurate and current Sprinklr Account information and Connected Services Authorisation. The Customer is responsible for adding authorised users to its Sprinklr Account, for maintaining the confidentiality of all Sprinklr Account passwords, for ensuring that each Sprinklr Account password is used only by the authorised user, for ensuring that Sprinklr Accounts and passwords are not shared, and for maintaining the security of its Sprinklr Account and of the equipment needed to connect to, access or use the Platform and the Connected Services. The Customer shall limit access to the Platform only to authorised persons and will promptly disable all access to the Sprinklr Account by any employee, contractor or Customer representative who is no longer authorised to use the Platform.