This agreement (“Amendment”) is an amendment to Sprout’s Terms. It is between Sprout and the U.S. Government and applies to the use of Sprout Services by the Government.
The reason for this Amendment is that, as a U.S. Government entity (“you“ or “Agency”), you must follow federal laws and regulations when entering into a binding agreement such as Sprout’s Terms. The subjects of these rules are broad and include ethics, privacy and security, accessibility, federal records, limitations on indemnification, fiscal law constraints, advertising and endorsements, freedom of information, and the details of how disputes are resolved.
Sprout and you (formally the “Parties”) have decided that modifications of Sprout’s standard Terms, available at https://sprout.io/terms, are appropriate to allow for federal-compatible usage of Sprout Services. The changes are designed to respect your legal status, your public mission, and other unique circumstances. And so the Terms are modified by this Amendment, as follows.
A. Government entity: We want to clear up what “you” means within the Terms. For Government users, “you” means the Agency itself and will not apply to nor bind the individuals who use Sprout Services on the Agency’s behalf. Instead, Sprout will look solely to the Agency to enforce any violation or breach of the Terms.
B. Public purpose and usage: The Agency agrees to use Sprout Services solely to fulfill the Agency’s public purpose. Sprout acknowledges you may use Sprout Services overseas and you may open and maintain more than one account.
C. Advertisements: Sprout is allowed to serve what are commonly known as “house ads” on your pages in a non-intrusive manner. If you submit a written request to Sprout to block the display of any commercial advertisements, solicitations, or links on the Agency’s board, Sprout may so agree provided that it has decided to make such blocking technology generally available for all users. Agency’s sole remedy for Sprout’s failure to implement such blocking technology shall be for Agency to terminate its Sprout account.
D. Indemnification, Liability, Statute of Limitations, Governing law and Forum: The title of this section looks complicated yet the proposition is simple. Sprout agrees that any provisions in the Terms related to legal subjects — such as indemnification, liability, damages, dispute forum, filing deadlines, defense of lawsuits, collection expenses, attorneys fees, and settlement — will apply to you only to the extent consistent with federal law. We expect everything to go smoothly, but Sprout and you agree to proceed on the understanding that the Terms will be governed by and interpreted and enforced in accordance with applicable federal laws of the United States of America, and jurisdiction shall be in federal forums. To the extent permitted under federal law, the laws of the State of Illinois will apply.
E. Limitation of liability: The parties disclaim all warranties, express or implied, including any warranty of merchantability or fitness for a particular purpose. To the extent permitted under federal law, neither party will be liable to the other for indirect, consequential, special, punitive, or exemplary damages or penalties arising from or related to this agreement, and neither party’s liability for any cause of action arising from or relating to this agreement will exceed $50,000, except that we agree that nothing in the limitation of liability clause or elsewhere in the Terms in any way grants Sprout a waiver from, release of, or limitation of liability pertaining to, any past, current or future violation of federal law.
F. Access and use: Sprout understands that the Agency’s use of Sprout Services may energize significant citizen engagement and otherwise become important to your public mission. Sprout agrees, before terminating your service, refusing or removing your content, or closing your account, to first notify you of Sprout’s intent and to give you a reasonable opportunity to cure any identified breach or failure, or otherwise resolve the matter.
G. No Endorsement: Agency’s trademarks, trade names, domain names, designs, logos and seals (“Agency Marks”), Agency’s name, and the fact that you have a presence on Sprout Services, shall not be used to imply an endorsement, sponsorship or preference by Agency or the Federal Government of Sprout Services. However, the foregoing shall not prohibit Sprout from using your name or Agency Marks to fulfill Sprout’s obligations under this agreement. Sprout may also include the Agency’s name and Agency Marks in partner lists and presentations solely for the purpose of promoting the availability of Agency’s content on the Sprout platform and only so long as the Agency name and Agency Marks are not displayed in a more prominent fashion than those of any other third party name or Mark. If you ever have concerns about or objections to our use of any Agency Mark, you may contact us and we will discuss your concerns in good faith. You always have the ability to terminate your Sprout account and, following any such withdrawal, we will stop using the applicable Agency Marks.
H. No business relationship created: You and Sprout are independent entities and nothing in the Terms as modified by this Amendment creates a partnership, joint venture, agency, or employer/employee relationship.
I. No cost agreement: Nothing in the Terms as modified by this Amendment obligates you to expend appropriations or incur financial obligations. The Parties acknowledge and agree that none of the obligations arising from the Terms as modified by this Amendment are contingent upon the payment of fees by one party to the other.
J. Paid Services and Agency responsibilities under paid usage plans: The Parties agree this Amendment applies to the Agency’s usage of both free and paid Services that Sprout may offer. The Parties understand that fee-based products and services are categorically different than free products and services, and are subject to federal procurement rules and processes. Before the Agency decides to enter into a premium or enterprise subscription or any other fee-based service that Sprout or alternative providers may offer now or in the future, the Agency agrees to determine if it has a need for those additional services for a fee, to consider the service’s value in comparison with comparable services available elsewhere, to determine that Agency funds are available for payment, to properly use the Government Purchase Card if it is used as the payment method, to review any then-applicable Terms for conformance to federal procurement law and in all other respects follow federal acquisition rules when making the acquisition.
K. Assignment: Neither party may assign its obligations under the Terms as modified by this Amendment to any third party without prior written consent of the other. However, if you are using Sprout’s free services only, Sprout or its subsidiaries may, without your consent, assign the Terms as modified by this Amendment to an affiliate, successor or acquirer, as the case may be, in connection with a merger, acquisition, corporate reorganization or consolidation, or sale of all or substantially all of Sprout’s assets.
L. Termination rights: The Agency may close its account and terminate this agreement at any time. Sprout may close the Agency’s account and terminate this agreement on 30 days written notice.
N. Security: Security is important to Sprout; please refer to our Terms of Service for information about our security practices. Recognizing the changing nature of the Web, Sprout will continuously work with users to ensure that its site and Services meet users’ requirements for the security of systems and data. Sprout agrees to discuss implementing additional security controls as deemed necessary by the Agency to conform to the Federal Information Security Management Act (FISMA), 44 U.S.C. 3541 et seq.
O. Federal Records: The Agency acknowledges that use of Sprout Services may require management of Federal records. If Sprout holds Federal records, the Agency and Sprout must discuss the proper care of Federal records in accordance with applicable records management laws and regulations, including the Federal Records Act (44 U.S.C. chs. 21, 29, 31, 33) and regulations of the National Archives and Records Administration (NARA; at 36 CFR Chapter XII Subchapter B). Managing the records includes, but is not limited to, secure storage, retrievability, and proper disposition of all Federal records including transfer of permanently valuable records to NARA in a format and manner acceptable to NARA at the time of transfer. The Agency is the party responsible for ensuring that its use of Sprout is compliant with federal records management laws and regulations.
P. Precedence; Further Amendments: If there is any conflict between this Amendment and the Terms, or between this Amendment and other terms, rules or policies on the Sprout site or related to its Services, this Amendment shall prevail. Any further amendment must be agreed to in writing by both Parties. Current and future federal law, regulation and policy may affect the Agency’s use of Sprout Services in ways not yet addressed by us. Among the topics the Agency may need to discuss with Sprout, and which may lead to a mutual agreement to update this Amendment, are privacy and accessibility.
Q. Posting of Amendment: This Amendment shall be posted with Sprout’s online Terms either by incorporation of its text or via an integral link.