Get Satisfaction Terms of Service

1. USE OF THE SERVICES.

1.1 Services. Sprinklr, Inc. (“Sprinklr”) grants to Customer a non-exclusive, non-transferable (except as otherwise expressly permitted in this Agreement), non-sublicensable, worldwide, limited license to use the then-current version of the Services, as defined and licensed in the Order Form, solely for its own business operations during the Subscription Term, subject to any limitations set forth in the Order Form. For the purposes of this Agreement, the rights granted in this Section 1.1 are collectively referred to as the “License Grant.”

1.2 Restrictions. Customer shall not, and shall not permit any third party to (a) make any Service available to, or use any Service or for the benefit of, anyone other than Customer or Users, except as permitted herein or in an Order Form, (b) sell, resell, license, sublicense, distribute, rent, lease, the Services or any derivative works based on the Services except as authorized herein, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to transmit viruses, spam, or malicious code, (e) interfere with or disrupt the integrity or performance of any Services or materials contained therein, (f) attempt to gain unauthorized access to any Services or their related systems or networks, (g) reverse engineer the Services (to the extent such restriction is permitted by law), or (h) access the Services in order to (i) build a competitive product or service, or (ii) copy any features, functions or graphics of the Services.

1.3 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Sprinklr reserves all rights, title, and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

1.4 Customer Materials. For the purposes of this Agreement, “Customer Materials” means any information or materials owned, controlled, or licensed by Customer and provided to Sprinklr in connection with the Services. Customer hereby grants to Sprinklr a non-exclusive, transferrable, worldwide, royalty-free right and license to reproduce, create derivative works from, distribute, perform, display, and otherwise use the Customer Materials for the Term of this Agreement for the sole purpose of providing Services under this Agreement. Customer reserves all rights to the Customer Materials that are not expressly granted in this Agreement.

1.5 User Content.  Information and materials submitted by Users in connection with the Services are governed by the Terms of Service in effect when the User registers to use the Community.

1.6 Customer’s Responsibilities. As between Customer and Sprinklr, Customer is responsible for moderating the Communities and for the acts and omissions of the Users of the Communities, including, but not limited to, questions, problems, ideas, and feedback, along with replies, comments and indications of agreement or support (“likes”) on such posts, made in the Community “User Content”. Without limiting the generality of the foregoing, Customer shall (a) be responsible for the accuracy, quality and legality of Customer Materials and of the means by which they was acquired or developed, (b) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Sprinklr promptly of any such unauthorized access or use, and (c) use the Services only in accordance with applicable laws and government regulations.

1.7 Compliance With Laws. Sprinklr may, in its discretion, access, store, and disclose information stored or transmitted on or through the Communities to comply with applicable laws and lawful governmental requests and to protect the integrity of Sprinklr’s operations. Sprinklr reserves the right to report any activity that it suspects violates any law, rule or regulation to appropriate law enforcement officials, regulators or other appropriate third parties.

1.8 Feedback. Customer grants Sprinklr a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Users relating to the Services.

2. FEES, PAYMENT AND TAXES.

2.1 Fees. Customer shall pay all fees as specified in Order Forms hereunder (“Fees”). Except as otherwise specified herein or in an Order Form, (i) payments shall be due within 30 days of the date of invoice, (ii) Fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and Fees paid are non-refundable, and (iv) any quantities related to any Services purchased cannot be decreased during the relevant Subscription Term stated on the Order Form.

2.2 Invoicing and Payment. Customer will provide Sprinklr with documentation to demonstrate its authorization to pay Fees due to Sprinklr hereunder, such as a valid purchase order or alternative document reasonably acceptable to Sprinklr.  In certain circumstances, Sprinklr may require Customer to pay by credit card, in which case Customer will provide valid and updated credit card information to Sprinklr and authorizes Sprinklr to charge such credit card for all Services listed in the Order Form for the initial Subscription Term and any renewal Subscription Term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. Unless otherwise stated in the Order Form, invoiced charges are due within 30 days of the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Sprinklr and notifying Sprinklr of any changes to such information.

2.3 If Sprinklr determines that Customer has exceeded any metrics set forth in the Order Form for any Community, (a) Sprinklr will notify Customer of such excess usage, (b) Sprinklr will invoice Customer incremental annual Service Fees relating to such excess usage, retroactive to the date of first such excess usage, (c) Customer will pay such invoice within thirty (30) days of receipt. If the Order Form does not state pricing for any such excess usage, the parties will negotiate such additional Service Fees in good faith.

2.4 Overdue Fees. If any Fees are not paid by Customer by the due date, then Sprinklr may, at its discretion and in addition to any other remedies available, charge Customer late payment fees equal to 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.  Additionally, in the event any Fees or expenses are more than thirty (30) days overdue, Sprinklr may (i) suspend its performance of the Services, and (ii) require full payment before Sprinklr resumes performance.

2.5 Customer is solely responsible for any and all taxes, levies, charges and fees incurred or that may be payable to any taxing authority in connection with the transactions hereunder, other than any income tax incurred by Sprinklr. All fees stated herein are net of any applicable taxes.  If Customer is legally required to withhold tax from its payment of Fees to Sprinklr, Customer agrees to gross up all Fees that are subject to such withholding tax, such that the net payment received by Sprinklr is the full originally stated amount of such Fees.

3. MARKETING.

The parties will cooperate in the development and distribution of a press release announcing the launch of the Communities. Notwithstanding any confidentiality provisions of this Agreement, Customer grants Sprinklr the right, during the Term of this Agreement, to use the name and logo of Customer to identify Customer as an existing customer and the right, after the Term of this Agreement, to identify Customer as a past Customer of Sprinklr, in Sprinklr’s public relations and marketing efforts, including Sprinklr’s Web sites, press releases, media kits and blog posts.

4. CONFIDENTIALITY.

4.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.

4.2 Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third party other than its affiliates and their legal counsel and accountants without the other party’s prior written consent. Notwithstanding the foregoing, any information that constitutes personally identifiable information of any individual shall be governed by the Privacy Policy.

4.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided that the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

5. WARRANTIES AND DISCLAIMERS.

5.1 Mutual Warranties. Each party warrants that it has the legal power to enter into this Agreement.

5.2 Disclaimers. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, SPRINKLR MAKES NO REPRESENTATIONS OR WARRANTIES IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, BY AND BETWEEN THE PARTIES, SPRINKLR’S PRODUCTS AND SERVICES ARE PROVIDED “AS-IS” AND SPRINKLR DISCLAIMS ANY REPRESENTATION THAT ITS PRODUCTS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR THAT PRODUCTS OR SERVICES PROVIDED BY THIRD PARTIES WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPLICITLY SET FORTH IN THIS AGREEMENT, CUSTOMER ASSUMES ALL RISK ASSOCIATED WITH THE QUALITY, PERFORMANCE, INSTALLATION, AND USE OF SPRINKLR’S AND ANY THIRD PARTY’S PRODUCTS AND SERVICES INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM ERRORS, DAMAGE TO EQUIPMENT, LOSS OF DATA OR SOFTWARE PROGRAMS, OR UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF ITS USE OF SPRINKLR’S AND ANY THIRD PARTY’S PRODUCTS AND SERVICES AND ASSUMES ALL RISKS ASSOCIATED WITH THE APPROPRIATENESS OF SUCH USE.

6. MUTUAL INDEMNIFICATION.

6.1 Indemnification by Sprinklr. Sprinklr shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party (a “Claim Against Customer”), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided that Customer (a) promptly gives Sprinklr written notice of the Claim Against Customer; (b) gives Sprinklr sole control of the defense and any related settlement negotiations; and (c) provides to Sprinklr all reasonable assistance, at Sprinklr’s expense. In the event of a Claim Against Customer, or if Sprinklr reasonably believes that the Services may infringe or misappropriate, Sprinklr may in its discretion and at its expense (i) modify the Services so that they no longer infringe or misappropriate, (ii) obtain a license for Customer’s continued use of the Services in accordance with this Agreement, or (iii) terminate Customer’s User subscriptions for such Services and refund to Customer any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.

6.2 Indemnification by Customer. Customer shall defend Sprinklr against any claim, demand, suit or proceeding made or brought against Sprinklr by a third party alleging that any Customer Materials, or Customer’s use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Sprinklr”), and shall indemnify Sprinklr for any damages, attorney fees and costs finally awarded against Sprinklr as a result of, or for any amounts paid by Sprinklr under a court-approved settlement of, a Claim Against Sprinklr; provided that Sprinklr (a) promptly gives Customer written notice of the Claim Against Sprinklr; (b) give Customer sole control of the defense and settlement of the Claim Against Sprinklr; and (c) provides to Customer all reasonable assistance, at Customer’s expense.

6.3 Exclusive Remedy. This Section 6 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

7. LIMITATION OF LIABILITY.

7.1 Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) SHALL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT SHALL EITHER PARTY’S AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER. THE FOREGOING SHALL NOT LIMIT (i) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 2 (FEES AND PAYMENT FOR PURCHASED SERVICES) OR (ii) CUSTOMER’S LIABILITY FOR A BREACH OF SECTION 1.2.

7.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

8. TERM AND TERMINATION.

8.1 Unless terminated earlier as provided below, the Term of this Agreement will commence on the Effective Date and will remain in full force and effect until terminated by either party as permitted herein.

8.2 Either party may terminate this Agreement upon the material breach of the other party, if such material breach remains uncured for thirty (30) days following written notice of the breach.

8.3 Upon the expiration or termination of this Agreement for any reason, all Subscription Services, including the License Grant, will terminate and Sprinklr will discontinue all work on all other Services.

8.4 If this Agreement is terminated for Sprinklr’s material breach, Sprinklr will refund to Customer the pro-rata portion of any Fees paid by Customer for any Subscription Services applicable to the period from the date of such termination through the end of the then-current Subscription Term. Such refund shall be made within 45 days of the date of such termination.

8.5 Sections 1.2, 1.5, 1.7, 1.8, 3, 4, 6, 7, 8.3, 8.4, and 9 will survive any termination or expiration of this Agreement.

9. GENERAL.

9.1 The following definitions are used in this Agreement and Order Forms hereunder: “Community” means a unique instance of the Community Platform Services, as identified in an Order Form. “User” means an individual who has registered to use the Services hereunder, subject to the Sprinklr Terms of Service and Privacy Policy. An “Order Form” is a document that evidences Services purchased hereunder. “Terms of Service” means Sprinklr’s then-current Terms of Service on its website. “Privacy Policy” means Sprinklr’s then-current Privacy Policy. “Term” shall have the meaning set forth in Section 8.1. “Subscription Term” means the term of particular Services as set forth in an Order Form.

9.2 This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles. This Agreement will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act, even if that law is adopted in New York. If Customer is outside of the United States, the parties agree that rights and obligations of the parties under this Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods.

9.3 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.

9.4 Failure by a party to enforce any term of this Agreement shall not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the parties.

9.5 Customer may not assign this Agreement, and any assignment of this Agreement by Customer will be null and void; provided, however, that Customer may assign this Agreement to its successor in interest in connection with the sale of Customer as a going concern or in connection with the sale of all, or substantially all, of Customer’s assets.

9.6 The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner, or legal representative of the other for any purpose and neither will have any right, power, or authority to create any obligation or responsibility on behalf of the other.

9.7 This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.

9.8 Neither party will be liable for any failure or delay in its performance under this Agreement, except the making of payments, due to causes, including, but not limited to, an act of God, act of civil or military authority, fire, epidemic, flood, earthquake, strikes, riot, war, sabotage, terrorism, failure of suppliers and governmental action, which are beyond its reasonable control.

9.9 The section titles and numbering of this Agreement are displayed for convenience and have no legal effect.

9.10 This Agreement may be executed in counterparts, each of which shall be deemed an original and all such counterparts shall constitute one and the same agreement.

9.11 This Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter. This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties.

Updated July 2015