Sprout Terms of Service

Effective date: September 6, 2018

A. Definitions

Short version: We use these basic terms throughout the agreement, and they have specific meanings. You should know what we mean when we use each of the terms. There's not going to be a test on it, but it's still useful information.

  1. The “Agreement” refers, collectively, to all the terms, conditions, notices contained or referenced in this document (the “Terms of Service” or the "Terms") and all other operating rules, policies (including the Sprout Privacy Statement, available at sprout.io/privacy) and procedures that we may publish from time to time on the Website. Most of our site policies are available at sprout.io/terms.
  2. The “Service” refers to the applications, software, products, and services provided by Sprout.
  3. The “Website” refers to Sprout’s website located at sprout.io, and all content, services, and products provided by Sprout at or through the Website. It also refers to Sprout-owned subdomains of sprout.io. Occasionally, websites owned by Sprout may provide different or additional terms of service. If those additional terms conflict with this Agreement, the more specific terms apply to the relevant page or service.
  4. “The User,” “You,” and “Your” refer to the individual person, company, or organization that has visited or is using the Website or Service; that accesses or uses any part of the Account; or that directs the use of the Account in the performance of its functions. A User must be at least 13 years of age. Special terms may apply for business or government Accounts (See Section B(5): Additional Terms].
  5. “Sprout,” “We,” and “Us” refer to Sprout, Inc., as well as our affiliates, directors, subsidiaries, contractors, licensors, officers, agents, and employees.
  6. “Content” refers to content featured or displayed through the Website, including without limitation text, data, articles, images, photographs, graphics, software, applications, designs, features, and other materials that are available on the Website or otherwise available through the Service. "Content" also includes Services. “User-Generated Content” is Content, written or otherwise, created or uploaded by our Users. "Your Content" is Content that you create or own.
  7. An "Account" represents your legal relationship with Sprout. A “User Account” represents an individual User’s authorization to log in to and use the Service and serves as a User’s identity on Sprout. “Teams” are shared workspaces that may be associated with a single entity or with one or more Users where multiple Users can collaborate across many projects at once. A User Account can be a member of any number of teams.

B. Account Terms

Short version: User Accounts and teams have different administrative controls; a human must create your Account; you must be 13 or over; you must provide a valid email address; and you may not have more than one free Account. You alone are responsible for your Account and anything that happens while you are signed in to or using your Account. You are responsible for keeping your Account secure.

1. Account Controls

  • Users. Subject to these Terms, you retain ultimate administrative control over your User Account and the Content within it.

  • Teams. The "owner" of a Team that was created under these Terms has administrative control over that Team. Within the Service, an owner can manage User access to the Teams’s data and projects. If you are the owner of a Team under these Terms, we consider you responsible for the actions that are performed on or through that Team.

2. Required Information

You must provide a valid email address in order to complete the signup process. Any other information requested, such as your real name, is optional, unless you are accepting these terms on behalf of a legal entity (in which case we need more information about the legal entity) or if you opt for a paid Account, in which case additional information will be necessary for billing purposes.

3. Account Requirements

We have a few simple rules for User Accounts on Sprout's Service.

  • You must be a human to create an Account. Accounts registered by "bots" or other automated methods are not permitted. We do permit machine accounts.
  • One person or legal entity may maintain no more than one free Account.
  • You must be age 13 or older. Sprout does not target our Service to children under 13, and we do not permit any Users under 13 on our Service. If we learn of any User under the age of 13, we will terminate that User’s Account immediately. If you are a resident of a country outside the United States, your country’s minimum age may be older; in such a case, you are responsible for complying with your country’s laws.
  • Your login may only be used by one person — i.e., a single login may not be shared by multiple people. A paid team may only provide access to as many User Accounts as your subscription allows.

4. User Account Security

You are responsible for keeping your Account secure while you use our Service.

  • You are responsible for all content posted and activity that occurs under your Account (even when content is posted by others who have Accounts under your Account).
  • You are responsible for maintaining the security of your Account and password. Sprout cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
  • You will promptly notify Sprout at [email protected] if you become aware of any unauthorized use of, or access to, our Service through your Account, including any unauthorized use of your password or Account.

5. Additional Terms

In some situations, third parties' terms may apply to your use of Sprout. For example, you may be a member of an team on Sprout with its own terms or license agreements; you may download an application that integrates with Sprout; or you may use Sprout to authenticate to another service. Please be aware that while these Terms are our full agreement with you, other parties' terms govern their relationships with you.

If you are a government User or otherwise accessing or using any Sprout Service in a government capacity, this Government Amendment to Sprout Terms of Service applies to you, and you agree to its provisions.

C. Acceptable Use

Short version: Collaboration only works when our users are able to work together in good faith. While using the service, you must follow this Community Guidelines, which includes some restrictions on content you can post, conduct on the service, and other limitations. In short, be excellent to each other.

1. Compliance with Laws and Regulations

Your use of the Website and Service must not violate any applicable laws, including copyright or trademark laws, export control laws, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.

2. Content Restrictions

You agree that you will not under any circumstances upload, post, host, or transmit any content that:

  • is unlawful or promotes unlawful activities;
  • is or contains sexually obscene content;
  • is libelous, defamatory, or fraudulent;
  • is discriminatory or abusive toward any individual or group;
  • contains or installs any active malware or exploits, or uses our platform for exploit delivery (such as part of a command and control system); or
  • infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity, or other rights.

3. Conduct Restrictions

While using Sprout, you agree that you will not under any circumstances:

  • harass, abuse, threaten, or incite violence towards any individual or group, including Sprout employees, officers, and agents, or other Sprout Users;
  • use our servers for any form of excessive automated bulk activity (for example, spamming), or relay any other form of unsolicited advertising or solicitation through our servers, such as get-rich-quick schemes;
  • attempt to disrupt or tamper with Sprout's servers in ways that could harm our Website or Service, to place undue burden on Sprout's servers through automated means, or to access Sprout's Service in ways that exceed your authorization;
  • impersonate any person or entity, including any of our employees or representatives, including through false association with Sprout, or by fraudulently misrepresenting your identity or site's purpose; or
  • violate the privacy of any third party, such as by posting another person's personal information without consent.

4. Services Usage Limits

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without Sprout's express written permission.

5. Scraping

Scraping refers to extracting data from our Website via an automated process, such as a bot or webcrawler. Crawling the Services is allowed if done in accordance with the provisions of our robots.txt file, but scraping the Services is prohibited.

6. Privacy

Misuse of Sprout Users' Personal Information is prohibited.

Any person, entity, or service collecting data from Sprout must comply with the Sprout Privacy Policy, particularly in regards to the collection of our Users' Personal Information (as defined in the Sprout Privacy Policy). If you collect any Sprout User's Personal Information from Sprout, you agree that you will only use the Personal Information you gather for the purpose for which our User has authorized it. You agree that you will reasonably secure any Personal Information you have gathered from Sprout, and you will respond promptly to complaints, removal requests, and "do not contact" requests from Sprout or Sprout Users.

7. Excessive Bandwidth Use

If we determine your bandwidth usage to be significantly excessive in relation to other Sprout customers, we reserve the right to suspend your Account or throttle your file hosting until you can reduce your bandwidth consumption.

8. User Protection

You agree not to engage in activity that significantly harms our Users. We will resolve disputes in favor of protecting our Users as a whole.

D. User-Generated Content

Short version: You own content you create, but you allow us certain rights to it, so that we can display and share the content you post. You still have control over your content, and responsibility for it, and the rights you grant us are limited to those we need to provide the service. We have the right to remove content or close Accounts if we need to.

1. Responsibility for User-Generated Content

You may create or upload User-Generated Content while using the Service. You are solely responsible for the content of, and for any harm resulting from, any User-Generated Content that you post, upload, link to or otherwise make available via the Service, regardless of the form of that Content. We are not responsible for any public display or misuse of your User-Generated Content.

2. Sprout May Remove Content

We do not pre-screen User-Generated Content, but we have the right (though not the obligation) to refuse or remove any User-Generated Content that, in our sole discretion, violates any Sprout terms or policies.

3. Ownership of Content, Right to Post, and License Grants

You retain ownership of and responsibility for Your Content. If you're posting anything you did not create yourself or do not own the rights to, you agree that you are responsible for any Content you post; that you will only submit Content that you have the right to post; and that you will fully comply with any third party licenses relating to Content you post.

Because you retain ownership of and responsibility for Your Content, we need you to grant us — and other Sprout Users — certain legal permissions, listed in Sections D.4 — D.5. These license grants apply to Your Content. If you upload Content that already comes with a license granting Sprout the permissions we need to run our Service, no additional license is required. You understand that you will not receive any payment for any of the rights granted in Sections D.4 — D.7.

4. License Grant to Us

We need the legal right to do things like host Your Content, publish it, and share it. You grant us and our legal successors the right to store, parse, and display Your Content, and make incidental copies as necessary to render the Website and provide the Service. This includes the right to do things like copy it to our database and make backups; show it to you and other users; parse it into a search index or otherwise analyze it on our servers; share it with other users; and perform it, in case Your Content is something like music or video.

5. Moral Rights

You retain all moral rights to Your Content that you upload, publish, or submit to any part of the Service, including the rights of integrity and attribution. However, you waive these rights and agree not to assert them against us, to enable us to reasonably exercise the rights granted in Section D.4, but not otherwise.

To the extent this agreement is not enforceable by applicable law, you grant Sprout the rights we need to use Your Content without attribution and to make reasonable adaptations of Your Content as necessary to render the Website and provide the Service.

If you believe that content on our website violates your copyright, please contact us in accordance with our Digital Millennium Copyright Act Policy. There may be legal consequences for sending a false or frivolous takedown notice. Before sending a takedown request, you must consider legal uses such as fair use and licensed uses.

We will terminate the Accounts of repeat infringers of this policy.

F. Intellectual Property Notice

Short version: We own the service and all of our content. In order for you to use our content, we give you certain rights to it, but you may only use our content in the way we have allowed.

1. Sprout's Rights to Content

Sprout and our licensors, vendors, agents, and/or our content providers retain ownership of all intellectual property rights of any kind related to the Website and Service. We reserve all rights that are not expressly granted to you under this Agreement or by law. The look and feel of the Website and Service is copyright © Sprout, LLC. All rights reserved. You may not duplicate, copy, or reuse any portion of the HTML/CSS, Javascript, or visual design elements or concepts without express written permission from Sprout.

2. Sprout Trademarks and Logos

If you’d like to use Sprout’s trademarks, you must follow all of our trademark guidelines.

3. License to Sprout Policies

This Agreement is licensed under this Creative Commons Zero license.

G. API Terms

Short version: You agree to these Terms of Service, plus this Section I, when using any of Sprout's APIs (Application Provider Interface), including use of the API through a third party product that accesses Sprout.

No Abuse or Overuse of the API

Abuse or excessively frequent requests to Sprout via the API may result in the temporary or permanent suspension of your Account's access to the API. Sprout, in our sole discretion, will determine abuse or excessive usage of the API. We will make a reasonable attempt to warn you via email prior to suspension.

You may not share API tokens to exceed Sprout's rate limitations.

You may not use the API to download data or Content from Sprout for spamming purposes, including for the purposes of selling Sprout users' personal information.

All use of the Sprout API is subject to these Terms of Service and the Sprout Privacy Policy.

Sprout may offer subscription-based access to our API for those Users who require high-throughput access or access that would result in resale of Sprout's Service.

H. Third Party Applications

Short version: You need to follow certain rules if you create an application for other Users, and there are additional Terms that cover the Marketplace.

1. Creating Applications

If you create a third-party application or other developer product that collects User Personal Information or User-Generated Content and integrates with the Service through Sprout's API, OAuth mechanism, or otherwise ("Developer Product"), and make it available for other Users, then you must comply with the following requirements:

  • You must comply with this Agreement and the Sprout Privacy Statement.
  • Except as otherwise permitted, such as by law or by a license, you must limit your usage of the User Personal Information or User-Generated Content you collect to that purpose for which the User has authorized its collection.
  • You must take all reasonable security measures appropriate to the risks, such as against accidental or unlawful destruction, or accidental loss, alteration, unauthorized disclosure or access, presented by processing the User Personal Information or User-Generated Content.
  • You must not hold yourself out as collecting any User Personal Information or User-Generated Content on Sprout’s behalf, and provide sufficient notice of your privacy practices to the User, such as by posting a privacy policy.
  • You must provide Users with a method of deleting any User Personal Information or User-Generated Content you have collected through Sprout after it is no longer needed for the limited and specified purposes for which the User authorized its collection, except where retention is required by law or otherwise permitted, such as through a license.

2. Using Third-Party Applications

You may grant a Developer Product authorization to use, access, and disclose the contents of your topics, including your private topics. Some Developer Products can be used for performing automated tasks, and often times multiple Users may direct the actions of a Developer Product. However, if you purchase and/or set up a Developer Product on your Account, or you are an owner of an Account with an integrated Developer Product, then you will be responsible for the Developer Product's actions that are performed on or through your Account. Please see our Privacy Policy for more information about how we share data with Developer Products.

Sprout makes no warranties of any kind in relation to Developer Products and is not liable for disclosures to third parties that you authorize to access Your Content. Your use of any third-party applications is at your sole risk.

I. Payment

Short version: You are responsible for any fees associated with your use of Sprout. We are responsible for communicating those fees to you clearly and accurately, and letting you know well in advance if those prices change.

1. Pricing

Our pricing and payment terms are available at sprout.io/pricing. If you agree to a subscription price, that will remain your price for the duration of the payment term; however, prices are subject to change at the end of a payment term.

2. Upgrades, Downgrades, and Changes

  • We will immediately bill you when you upgrade from the free plan to any paying plan.
  • If you change from a monthly billing plan to a yearly billing plan, Sprout will prorate unused time and bill you for a full year immediately.
  • If you upgrade to a higher level of service, we will bill you for the upgraded plan immediately.
  • You may change your level of service at any time by choosing a plan option or going into your Billing settings. If you choose to downgrade your Account, you may lose access to features of your Account.

3. Billing Schedule; No Refunds

  • For monthly or yearly payment plans, the Service is billed in advance on a monthly or yearly basis respectively and is non-refundable. There will be no refunds or credits for partial months of service, downgrade refunds, or refunds for months unused with an open Account; however, the service will remain active for the length of the paid billing period. An exception with Teams, is that we do provide a credit for unused time when you remove a paid team member for your team. Paid team member credits expire in 180 days.
  • In order to treat everyone equally, no exceptions will be made.

4. Authorization

By agreeing to these Terms, you are giving us permission to charge your on-file credit card, PayPal account, or other approved methods of payment for fees that you authorize for Sprout.

5. Responsibility for Payment

You are responsible for all fees, including taxes, associated with your use of the Service. By using the Service, you agree to pay Sprout any charge incurred in connection with your use of the Service. If you dispute the matter, contact Sprout Support at [email protected]. You are responsible for providing us with a valid means of payment for paid Accounts. Free Accounts are not required to provide payment information.

J. Cancellation and Termination

Short version: You may close your Account at any time. If you do, we'll treat your information responsibly.

1. Account Cancellation

It is your responsibility to properly cancel your Account with Sprout. You can cancel your Account at any time by going into your Settings. The Account screen provides a simple, no questions asked cancellation link. We are not able to cancel Accounts in response to an email or phone request.

2. Upon Cancellation

We will retain and use your information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements, but barring legal requirements, we will delete your full profile and the Content of your topics upon cancellation or termination (though some information may remain in backups). This information can not be recovered once your Account is cancelled.

We will not delete Content that you have contributed to other Users' topics.

3. Sprout May Terminate

Sprout has the right to suspend or terminate your access to all or any part of the Website at any time, with or without cause, with or without notice, effective immediately. Sprout reserves the right to refuse service to anyone for any reason at any time.

4. Survival

All provisions of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

K. Communications with Sprout

Short version: We use email and other electronic means to stay in touch with our users.

1. Electronic Communication Required

For contractual purposes, you (1) consent to receive communications from us in an electronic form via the email address you have submitted or via the Service; and (2) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that those communications would satisfy if they were on paper. This section does not affect your non-waivable rights.

Communications made through email or Sprout Support's messaging system will not constitute legal notice to Sprout or any of its officers, employees, agents or representatives in any situation where notice to Sprout is required by contract or any law or regulation. Legal notice to Sprout must be in writing and served on Sprout's legal agent.

3. No Phone Support

Sprout only offers support via email, in-Service communications, and electronic messages. We do not offer telephone support.

L. Disclaimer of Warranties

Short version: We provide our service as is, and we make no promises or guarantees about this service. Please read this section carefully; you should understand what to expect.

Sprout provides the Website and the Service “as is” and “as available,” without warranty of any kind. Without limiting this, we expressly disclaim all warranties, whether express, implied or statutory, regarding the Website and the Service including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.

Sprout does not warrant that the Service will meet your requirements; that the Service will be uninterrupted, timely, secure, or error-free; that the information provided through the Service is accurate, reliable or correct; that any defects or errors will be corrected; that the Service will be available at any particular time or location; or that the Service is free of viruses or other harmful components. You assume full responsibility and risk of loss resulting from your downloading and/or use of files, information, content or other material obtained from the Service.

M. Limitation of Liability

Short version: We will not be liable for damages or losses arising from your use or inability to use the service or otherwise arising under this agreement. Please read this section carefully; it limits our obligations to you.

You understand and agree that we will not be liable to you or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from

  • the use, disclosure, or display of your User-Generated Content;
  • your use or inability to use the Service;
  • any modification, price change, suspension or discontinuance of the Service;
  • the Service generally or the software or systems that make the Service available;
  • unauthorized access to or alterations of your transmissions or data;
  • statements or conduct of any third party on the Service;
  • any other user interactions that you input or receive through your use of the Service; or
  • any other matter relating to the Service.

Our liability is limited whether or not we have been informed of the possibility of such damages, and even if a remedy set forth in this Agreement is found to have failed of its essential purpose. We will have no liability for any failure or delay due to matters beyond our reasonable control.

N. Release and Indemnification

Short version: You are responsible for your use of the service. If you harm someone else or get into a dispute with someone else, we will not be involved.

If you have a dispute with one or more Users, you agree to release Sprout from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

You agree to indemnify us, defend us, and hold us harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of your use of the Website and the Service, including but not limited to your violation of this Agreement, provided that Sprout (1) promptly gives you written notice of the claim, demand, suit or proceeding; (2) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Sprout of all liability); and (3) provides to you all reasonable assistance, at your expense.

O. Changes to These Terms

Short version: We want our users to be informed of important changes to our terms, but some changes aren't that important — we don't want to bother you every time we fix a typo. So while we may modify this agreement at any time, we will notify users of any changes that affect your rights and give you time to adjust to them.

We reserve the right, at our sole discretion, to amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. We will notify our Users of material changes to this Agreement, such as price changes, at least 30 days prior to the change taking effect by posting a notice on our Website. For non-material modifications, your continued use of the Website constitutes agreement to our revisions of these Terms of Service. You can view all changes to these Terms here.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Website (or any part of it) with or without notice.

P. Miscellaneous

1. Governing Law

Except to the extent applicable law provides otherwise, this Agreement between you and Sprout and any access to or use of the Website or the Service are governed by the federal laws of the United States of America and the laws of the State of Illinois, without regard to conflict of law provisions. You and Sprout agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of Chicago, Illinois.

2. Non-Assignability

Sprout may assign or delegate these Terms of Service and/or the Sprout Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent, including the license grant in Section D.4. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Statement without our prior written consent, and any unauthorized assignment and delegation by you is void.

3. Publicity

If you publicly display the name of your company or organization on your Account or otherwise publicly display its trademarks or logos on your profile page, you allow us to use your company's or organization's name and logo to identify you as a Sprout customer in our promotional materials. You may revoke this permission by notifying us in writing to stop using your organization's name in our promotional materials. However, Sprout will have no obligation to remove or recall any prior use or distribution of the promotional materials.

4. Section Headings and Summaries

Throughout this Agreement, each section includes titles and brief summaries of the following terms and conditions. These section titles and brief summaries are not legally binding.

5. Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties’ original intent. The remaining portions will remain in full force and effect. Any failure on the part of Sprout to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

6. Amendments; Complete Agreement

This Agreement may only be modified by a written amendment signed by an authorized representative of Sprout, or by the posting by Sprout of a revised version in accordance with Section O. Changes to These Terms. These Terms of Service, together with the Sprout Privacy Statement, represent the complete and exclusive statement of the agreement between you and us. This Agreement supersedes any proposal or prior agreement oral or written, and any other communications between you and Sprout relating to the subject matter of these terms including any confidentiality or nondisclosure agreements.

7. Questions

Questions about the Terms of Service? Contact us at [email protected].

Try Sprout for free