Sprinklr Platform Terms of Use

Master Services Agreement (USA)

1. DEFINITIONS

“Acceptable Use Policy” means Sprinklr’s Acceptable Use Policy, located 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’s representatives, advertising agencies and/or other Customer service providers.

“Connected Services” means the various social media services supported by the Platform that Customer desires to connect to through the Platform.

“Connected Services Authorization” means the authorization 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 Customer, an Agency or employee on behalf of or under the direction of Customer or (ii) published through the Sprinklr Account to the Connected Services for which Sprinklr has Connected Services Authorization.

“Customer User” means an individual user who is authorized by Customer to use the Platform and to whom Customer supplied a user identification and password. Customer Users may include, for example, Customer’s and Agency’s employees, and contractors.

“Data Processing Addendum” means Sprinklr’s Data Processing Addendum, located 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, labor 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 Customer’s and/or Customer Affiliates’ general business use, solely for the benefit of 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 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 Customer elects to receive as described in an executed SOW.

“SLA” means Sprinklr’s Service Level Agreement, located at www.sprinklr.com/legal.

“SOW” (Statement of Work) means a written order executed by the parties which identifies the Professional Services ordered by Customer, including the description, and associated fees.

“Sprinklr Account” means 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 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 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 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, Customer’s Affiliates and Agencies may access and use the Platform for Internal Use. All obligations of Customer shall apply equally to each Customer Affiliate and Agency that uses the Sprinklr Services; provided however, 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 license: (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 Customer in accordance with this Agreement; and (ii) to access 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 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 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 Form’s and/or SOW’s (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 SOW’s 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 Customer, then Customer shall pay all fees through the date of termination, plus all fees through 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 survive, as well as any other provisions which by their terms or sense are intended to survive.

3.4 Within thirty (30) days after the effective date of termination Sprinklr will, upon 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 Customer accounts are deactivated prior to the termination date, data contained within those accounts is not available anymore, therefore 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 Customer.

4. FEES AND PAYMENT

4.1 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. Customer may withhold payment of any Fees that are the subject of a good faith dispute of which 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-cancelable, 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. 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 Customer of applicable receipts or other documentation.

4.3 Sprinklr reserves the right to charge 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 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 Customer is tax-exempt, Customer shall provide Sprinklr with its tax-exemption number and certificate within five (5) business days after the Effective Date. Customer shall be responsible for any liability or expense incurred by Sprinklr as a result of Customer’s failure or delay in paying taxes due or if Customer’s claimed tax exemption is rejected. If Customer is legally required to withhold tax from its payment of Fees to Sprinklr, and/or to pay any equalization taxes, 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 equalization taxes, such that the net payment received by Sprinklr is the full originally stated amount of such Fees.

5. WARRANTIES

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 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 Customer determines that the Platform has not met the foregoing warranty, 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 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) 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. INDEMNIFICATION

6.1 Sprinklr shall indemnify, defend and hold harmless Customer and its Affiliates (the “Customer Parties”) from and against any losses, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), penalties, judgments, 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 Authorization) when used by 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 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 Customer the amount of any pre-paid Fees applicable to the terminated Sprinklr Services for the period after termination. 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 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 conditioned upon: (i) notice by the party seeking indemnity (“Indemnitee”) to the party from whom indemnity is sought (“Indemnitor”) 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 Indemnitor of its indemnification obligation, except to the extent that failure has materially prejudiced the Indemnitor’s ability to defend the Claim); (ii) complete control of the defense and settlement of the Claim by the Indemnitor, 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 defense as the Indemnitor may request. The Indemnitee has the right to participate in the defense against the indemnified Claims with counsel of its choice and at its own expense but may not confess judgment, admit liability or take any other actions prejudicial to the defense. 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 WILLFUL 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 CUSTOMER’S USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, THE TOTAL FEES RECEIVED BY OR PAYABLE TO SPRINKLR FROM CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. 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 SURVIVE 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. CONFIDENTIALITY

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 Customer’s business, are 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 disclosing party’s Confidential Information and by persons without access to such Confidential Information.

8.2 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, 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, 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. MISCELLANEOUS

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, Customer affirms and agrees that Sprinklr has not made any representations to induce 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.  Customer disclaims reliance upon any representations if 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 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 license to use non-personal aggregated/anonymized 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 Customer, Customer Users, or 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.

Acceptable Use 

1. Compliance

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 API’s, including, but not limited to the YouTube API (https://www.youtube.com/t/terms),the X, formerly Twitter API (https://twitter.com/en/tos) and the Telegram API.  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, libelous, 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”. Customer is responsible for reviewing and approving all Customer Content created or entered through or in its Sprinklr Account. 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 authorized user that created or entered or processed such Prohibited Information.

3. Account

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 Authorization. Customer is responsible for adding authorized 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 authorized 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. Customer shall limit access to the Platform only to authorized persons and will promptly disable all access to the Sprinklr Account by any employee, contractor or Customer representative who is no longer authorized to use the Platform.

1. DEFINITIONS

“Acceptable Use Policy” means Sprinklr’s Acceptable Use Policy, located 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.

“Connected Services” means the various social media services supported by the Sprinklr Services.

“Content” means any information published on any Connected Service not created by a 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.

“Contractor” means subcontractors, suppliers, resellers and advisors.

“User” means an individual user who is authorized to use the Sprinklr Services and has been supplied or has created a user identification and password. 

“Data Processing Addendum” means Sprinklr’s Data Processing Addendum, if applicable, located at www.sprinklr.com/legal

“Inbound Content” means any information published on any Connected Service not created by a 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 your general business use, and solely for the benefit of you and your company, but does not include use of the Sprinklr Services to provide any services for the benefit of third parties.

“Sprinklr Account” means your password restricted account to access and use the Sprinklr Services.

“Sprinklr Services” means Sprinklr’s proprietary offering provided by Sprinklr free of charge and accessed by you via the internet.  

“Updates” means modifications, updates and changes made by Sprinklr to the Sprinklr Services 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.

2. INTELLECTUAL PROPERTY, RIGHTS OF USE

2.1 Sprinklr owns all right, title and interest in and to the Sprinklr Services.

2.2 Subject to the terms and conditions of this Agreement, Sprinklr grants to you a non-exclusive, non-transferable right to access and use the Sprinklr Services for Internal Use, during the Term. The Sprinklr Services may be accessed and used solely by you.  Sharing of User accounts (user identification and password) is prohibited. 

2.3 You shall be responsible for ensuring that you comply with this Agreement (including, but not limited to the Acceptable Use Policy) and all acts or omissions of you, any Users, and any Affiliates under this Agreement.

2.4 You grant to Sprinklr during the term of this Agreement a royalty-free, non-exclusive, non-transferable, worldwide right and license to copy, cache, store, reproduce, perform, display, use, distribute, transmit and generally make available the Content in electronic form via the Internet, through wireless communications services and social media through the Sprinklr Services in order to provide the Sprinklr Services to you in accordance with this Agreement.

2.5 The Acceptable Use Policy, in its current version, shall be incorporated into this Agreement, in its entirety, and you agree that you will comply with the Acceptable Use Policy.

2.6 You may 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 Sprinklr Services; (iii) modify, translate, or create derivative works based on the Sprinklr Services; (iv) use the Sprinklr Services for purposes of a third party or otherwise for the benefit of a third party; or (v) use or view the Sprinklr Services for the purposes of developing, directly or indirectly, a product or service competitive to the Sprinklr Services.

2.7 The Sprinklr Services provide an opportunity for current and potential Sprinklr customers to experience Sprinklr services before purchasing the service. The Sprinklr Services are provided as a convenience and at no cost and as such you agree that Sprinklr is not obligated to provide any technical support, phone support, or updates for the Sprinklr Services or for any Sprinklr program accessed or used under this Agreement. As a User, you agree not to open support requests, use Sprinklr support channels, or otherwise contact Sprinklr to request assistance with questions or problems experienced during the use of the Sprinklr Services under this Agreement. 

3. TERM AND TERMINATION

3.1 The term of this Agreement will begin on the effective date of first use of the Sprinklr Services  by you (“Effective Date”) and continue for a period of thirty (30) days (“Term”).  In the event that you elect to continue use of the Sprinklr Services pursuant to this no-cost offering, the Term shall be automatically renewed on a month-to-month basis until terminated by Sprinklr or you discontinue use of the Sprinklr Services.  

3.2 You may discontinue use of the Sprinklr Services at any time.  Sprinklr may terminate your password, account, and access to or use of the Sprinklr Services and/or this Agreement at any time for any reason. You acknowledge and agree that Sprinklr has no obligation to retain Content, and that Content will be irretrievably deleted, following the termination of the Sprinklr Services. Provisions that survive termination or expiration of this agreement are those which by their nature are intended to survive. 

3.3 Upon expiration or termination of this Agreement (i) all rights to use the Sprinklr Services immediately cease; and (ii) you will return or destroy at Sprinklr’s request any Confidential Information in your possession.

4. WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, 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.

5. INDEMNIFICATION

You shall indemnify, defend and hold harmless Sprinklr and its Affiliates, (the “Sprinklr Parties”) from and against any losses, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), penalties, judgments, settlement amounts and damages arising from a breach of the Acceptable Use Policy or any breach of this Agreement.

6. LIMITATIONS OF LIABILITY

6.1 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.

6.2 IN NO EVENT SHALL THE TOTAL LIABILITY OF SPRINKLR TO YOU 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 YOUR USE OF THE SPRINKLR SERVICES, EXCEED, IN THE AGGREGATE, ONE HUNDRED DOLLARS ($100 USD).  YOU ACKNOWLEDGE THAT SPRINKLR HAS 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 SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. 

7. CONFIDENTIALITY

7.1 “Confidential Information” means Sprinklr’s business or technical information, including product plans, designs, source code, marketing plans, business opportunities, personnel, research, development or know-how; and (ii) information designated by Sprinklr 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 you; (ii) is or becomes available to you 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 you without use of any of Sprinklr’s Confidential Information and by persons without access to such Confidential Information.

7.2 You agree not to use any Confidential Information for any purpose other than as necessary under this Agreement. During and after the Term, you will not disclose any Confidential Information to any third party without the prior written consent of Sprinklr, except (i) where such disclosure is necessary for the performance of your obligations under this Agreement; or (ii) as may be required by laws (provided that you shall give Sprinklr advance notice of such requirement to the extent legally permitted).  For purposes of clarity, you may publicly disclose the fact that it is using the Sprinklr Services, but all details about the uses, functionalities or other aspects of the services (including screenshots and specific features of the Sprinklr Services) are Confidential Information of Sprinklr and may not be disclosed.

8. DATA PROTECTION

The parties acknowledge and agree that with regard to the Processing of Personal Data, you are the Controller and Sprinklr is the Processor as such terms are defined in the Data Processing Addendum.  If applicable, Sprinklr’s Data Processing Addendum, in its current version at www.sprinklr.com/legal, is incorporated into and subject to the terms of this Agreement by reference.

9. GOVERNING LA

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.

10. MISCELLANEOUS

10.1 You understand and agree that the use of the Sprinklr Services herein is subject to the X, formerly Twitter Limited Data License (EULA) located at www.sprinklr.com/legal (the “X, formerly Twitter EULA”), which you hereby agree to and which is hereby incorporated into and forms part of this Agreement.  You further agree that the Sprinklr Services, as provided under this Agreement, does not provide or allow for any API redistribution.

10.2 This Agreement incorporates any exhibits, appendices and other documents referred to in it, including, but not limited to, the Acceptable Use Policy, the X, formerly Twitter EULA, and/or, if applicable, any data processing agreement. This Agreement 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.  Sprinklr may amend this Agreement at any time upon giving notice to you. Such notice shall be made by sending an email to you or by publication of the amendment on the Sprinklr’s website. If the amendment of this Agreement materially affects your rights related to the use of the Sprinklr Services, you may terminate the use of said Services. If you continue to use the Sprinklr Services after notice of the amendment of this Agreement is given, you shall be deemed to have agreed to this Agreement as amended.  By executing this Agreement, you affirm and agree that Sprinklr has not made any representations to induce you to enter this Agreement except for those representations explicitly set forth in this Agreement.  You specifically disclaim reliance upon any representations of any kind whatsoever except for those set forth in this Agreement.

10.3 In no event may you initiate any action against Sprinklr pursuant to this Agreement more than two (2) years from the date the claim arose, in case such limitation is permitted by applicable law.

10.4 Except as may be expressly provided herein, all remedies provided for in this Agreement are non-exclusive remedies.

10.5 Sprinklr may assign this Agreement in whole or in part upon notice to you. You may not assign its rights or obligations under this Agreement without obtaining Sprinklr’s prior written consent. Any assignment in contravention of this section is void.

10.6 Sprinklr may identify you 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.

10.7 Sprinklr has the worldwide, perpetual, irrevocable right and license to use non-personal aggregated/anonymized 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 you or your Users.

10.8 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.