8517 - Contract Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: A1196193-9246-4C4D-9151-746D0B3E0DCB
8517- social media management software
Kayla Clark
September 30, 2024
Service Order
Service Order Information
Agreement For
City of Denton, Texas
Subscription Start Date
March 01, 2024
Subscription End Date
September 30, 2024
Billing Information
Billing Street
\SOT_Account_Billing_Street_1\
215 E McKinney St
Billing Email
\SOT_Quote_Billing_Email_1\
Billing City
\SOT_Account_Billing_City_1\
Denton
Billing Method
Check
Billing State/Province
\SOT_Account_Billing_State_1\
Texas
Billing Frequency
Annual
Billing Country
\SOT_Account_Billing_Country_US_1\
United States
Net Terms
Due on receipt
Billing Zip/Postal Code
\SOT_Account_Billing_Zip_1\
76201
Payment Portal Used?
\SOT_Payment_Portal_1\
Products Quantity
Advanced Plan 1.00
Unlimited Profiles 1.00
Additional Users 5.00
Onboarding Standard 1.00
Total Investment (USD): USD 6,416.69
Page 1 of 3
DocuSign Envelope ID: A1196193-9246-4C4D-9151-746D0B3E0DCB
Accountspayable@cityofdenton.com
Service Order
Tax Exemption Information
Prices shown above do not include any state and local taxes that may apply. Any such taxes are the responsibility of the Subscriber
and will appear on the final invoice.
Is the contracting entity exempt from sales tax?
Please select Yes or No:
\SOT_Quote_Tax_Exemption_Question_1\
If yes, please complete the following:
Tax Exempt ID:
\SOT_Quote_Tax_Exemption_Id_1\
Purchase Order Information
Is a Purchase Order (PO) required to be attached to this Service Order for the purchase or payment of the products on this Service
Order?
Please select Yes or No:
\SOT_Quote_PO_Number_Question_1\
If yes, please complete the following:
PO Number:
\SOT_Quote_PO_Number_1\
Page 2 of 3
DocuSign Envelope ID: A1196193-9246-4C4D-9151-746D0B3E0DCB
TIN 75-600051
Texas Taxpayer ID 175600051
X
Service Order
Terms and Conditions
This Service Order is executed between Sprout Social, Inc. (“Sprout Social”) and the below named subscriber (“Subscriber”), and is governed by the terms and conditions
of the Sprout Social, Inc. Terms of Service, which is available for review at sproutsocial.com/terms/ (“Agreement”) and expressly incorporated by reference into this Service
Order. The services described above may only be used by the Subscriber, and subject to the scope limitations set forth herein.
Unless otherwise set forth above or in the Agreement, Sprout Social requires payment made in advance of the subscription period. Pro-rated refunds are not provided for
early cancellation and Subscriber may not terminate prior to the end of the subscription term for convenience.
All payments required by this Service Order are exclusive of federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including
without limitation, sales taxes, use taxes and value added taxes). Subscriber shall be responsible for the payment of all such charges (excluding taxes based upon Sprout
Social's net income), which amount will be reflected on the invoice issued by Sprout Social. All amounts payable by Subscriber hereunder shall be grossed-up for any
withholding taxes imposed by any foreign government on Subscriber’s payment of such amounts to Sprout Social.
This Service Order and the Services set forth herein, including any additional users and any other add-ons added during the subscription term, will automatically
renew for additional periods equal to the length of the subscription term set forth above unless either party provides written notice to the other party at least 30
days prior to expiration. Subscriber must email its Customer Success Manager or mailto:successteam@sproutsocial.com to provide such notice.
Sprout Social or its Affiliates, may use Subscriber’s name or logo on its or their website(s) or in any promotional materials, press releases, investor materials, and other
stockholder communications. Sprout Social and its Affiliates, as applicable, will comply with any reasonable written logo guidelines provided by Subscriber in writing.
If Professional Services (as defined in the Agreement) are delivered to Subscriber in connection with the services described above or pursuant to a Statement of Work
attached to this Service Order, Subscriber agrees that it will: (i) be available for discovery call if requested; (ii) cooperate in all matters relating to the Professional Services and
appoint an employee or representative of Subscriber to serve as the primary contact who will have the authority to act on behalf of Subscriber with respect to the Professional
Services; (iii) respond promptly to any request to provide direction, information, approvals, authorizations or decisions that are reasonably necessary for performance of the
Professional Services; (iv) provide the information Sprout Social may reasonably request in order to carry out the Professional Services; and (v) if the Professional Services
involve implementation of Listening Product, Subscriber will provide a full list of any needed keyword inclusions (branded hashtags or handles).
If Sprout Social's performance of its obligations under this Service Order or the Agreement are prevented or delayed by any act or omission of Subscriber or its agents,
subcontractors, consultants or employees, Sprout Social will not be deemed in breach of its obligations under this Service Order or the Agreement or otherwise liable for any
costs, charges or losses sustained or incurred by Subscriber, in each case, to the extent arising directly or indirectly from such prevention or delay.
Subscriber acknowledges and agrees that Sprout Social shall have the right to access its account for the purposes of onboarding, implementation, and/or initial product
training. Such services shall be completed within four (4) weeks from the Subscription Start Date unless otherwise delayed by Subscriber. All one-time service hours within
this Service Order are subject to expiration after ninety (90) days from the Subscription Start Date.
Subscriber - City of Denton, Texas Sprout Social, Inc.
Name:
\n1\
Name:
\n2\
Title:
\t1\
Title:
\t2\
Signature:
\s1\
Signature:
\s2\
Date:
\d1\
Date:
\d2\
Page 3 of 3
DocuSign Envelope ID: A1196193-9246-4C4D-9151-746D0B3E0DCB
3/18/2024
Sales Director
Prince Kwateng
3/18/2024
Kayla Clark
Buyer
v. Feb. 2024
Government Entity Addendum to the Sprout Social, Inc. Service Subscription Agreement
(Applicable to U.S. Federal, State and Local Government Entities)
This Addendum is between Sprout Social, Inc. (“Sprout Social”) and the undersigned United States federal
government entity, state or local government entity, state university, or otherwise publicly funded entity (the
“Government Entity” or “Subscriber”) that uses or has access to the Services per the terms of the Agreement.
This Addendum modifies the Agreement between Sprout Social and the Government Entity (collectively, the
“Parties”) as set forth herein. The Parties agree that such modifications to the Agreement are appropriate to
accommodate the Government Entity’s legal status, its public (in contrast to private) mission, other special
circumstances and, as may be applicable, the requirements under U.S. federal or state procurement law.
Except as expressly provided herein, this Addendum does not otherwise modify or supersede the provisions of
the Agreement. Capitalized terms that are not expressly defined in this Addendum have the meanings given to
them in the Agreement.
1. Government Entity. The Agreement and this Addendum shall not apply to, or bind in their individual capacity,
(i) the individual(s) who utilize the Services on the Government Entity’s behalf, or (ii) any individual users who
happen to be employed by, or otherwise associated with, the Government Entity. Sprout Social will look solely
to the Government Entity to enforce any violation or breach of the Agreement by such individuals, subject to
applicable law. Free trials, if any, offered to the Government Entity are not for the benefit of any individual
government employee or personnel, and the Government Entity’s use of a free trial shall not create a conflict
of interest or adversely impact Sprout Social’s ability to sell Sprout Social’s Services to Government Entity.
2. Public purpose. Any requirement(s) set forth in the Agreement that use of the Services be limited to
private, personal and/or non-commercial purposes is hereby waived.
3. Fees and Taxes. Sprout Social understands that the Government Entity may be subject to applicable laws
governing payment, including availability of funds, timing of payments, late payment interest penalties, and
taxes. In such event, the applicable laws shall take precedence over any conflicting terms in the Agreement.
If early termination is required under applicable law, the Government Entity may terminate the applicable
Service Order prior to the subscription term end date with no penalty, and in such event no refund will be
provided to the Government Entity and all amounts due for the full subscription term will remain due and
payable to Sprout Social. If the Government Entity is tax-exempt, the Government Entity must provide a
current and valid applicable tax exemption certificate to billingteam@sproutsocial.com upon signing this
Addendum or before an invoice generated.
4. Subscriber Data.
4.1 Service of the Public. Sprout Social agrees that the Government Entity may distribute or
otherwise publish, via the Services, Subscriber Data which may contain or constitute promotions,
advertisements or solicitations for goods or services, so long as the Subscriber Data relates to
the Government Entity’s mission and complies with applicable law and any requirements set
forth in the Agreement relating to the Subscriber Data.
4.2 Upload and Deletion. The Parties understand and agree that the Government Entity is not
obligated to provide any Subscriber Data, and the Government Entity reserves the right to
remove any and all of its Subscriber Data at its sole discretion, subject to the data deletion and
retention practices described in the Agreement.
4.3 No Endorsement by U.S. Federal, State, and Local Government Entities. Sprout Social
agrees that seals, insignia, trademarks, logos, flags, program identifiers, service marks, trade
names, and use of the Services, shall not be used by Sprout Social in such a manner as to state
or imply that the Services are endorsed, sponsored, or recommended by any U.S. federal, state,
or local government entity. Except for pages, screens and other Subscriber Data whose design
and substance is under the control of the U.S. federal government, state, or local government
entity, or for links to or promotion of such pages, screens or Subscriber Data, Sprout Social
DocuSign Envelope ID: A1196193-9246-4C4D-9151-746D0B3E0DCB
v. Feb. 2024
agrees not to display any U.S. federal, state, or local government seal, insignia, logo, flag,
program identifier, service mark or trade name on the Sprout Social website, unless permission
to do so has been granted by the U.S. federal, state, or local government entity or by other
relevant federal or state government authority. Sprout Social may list the U.S. federal, state, or
local government entity’s name in a publicly available customer list so long as the name is not
displayed in a more prominent fashion than that of any other customer name.
5. Indemnification and Liability. All provisions of the Agreement whereby the Government Entity indemnifies
Sprout Social are deleted and replaced with the following:
“To the extent prohibited by applicable law, the indemnity obligations do not apply to the Government Entity
and are deleted from the Agreement. In the event of any third-party claim brought against Sprout Social or
its Affiliates, or each of its and their respective officers, directors, employees, agents, successors, or assigns
that arises from (a) the Government Entity’s breach of the Agreement; or (b) the Government Entity’s use of
the Services in a manner that infringes or misappropriates the intellectual property rights of a third party,
Sprout Social shall have the right to take any Corrective Measures without liability. For the purposes of this
Addendum, “Corrective Measures” includes: (i) suspension of the Government Entity’s access to the
Services; (ii) removal of the allegedly infringing items from Sprout Social’s Services; (iii) any other action
Sprout Social deems, in its reasonable discretion, likely to limit its liability with respect to third-party claims.
Sprout Social’s right to take Corrective Measures is in addition to, and does not limit, any other remedies
available to Sprout Social under the Agreement. Notwithstanding anything to the contrary in the Agreement,
(a) the Government Entity shall retain the right, in its sole discretion and at its sole cost, to appoint its own
counsel in connection with any Claim arising from the Agreement, and (b) a United States federal government
entity’s liability for any claim arising from the Agreement or this Amendment shall be determined under the
U.S. Federal Tort Claims Act, or other U.S. governing authority. Any language in the Agreement requiring the
Government Entity to pay Sprout Social’s attorneys’ fees is hereby waived.”
6. Governing Law, Jurisdiction, and Venue. Provisions in the Agreement related to governing law, jurisdiction,
and venue are deleted and replaced with the following:
“For United States federal government entities, the Agreement and this Addendum shall be governed,
interpreted, and enforced in accordance with the federal laws of the United States of America; jurisdiction
shall be in U.S. federal courts; and venue will be the U.S. federal courts in Cook County, Illinois. For state
and local government entities, state university entities, and other publicly funded entities, the Agreement and
this Addendum shall be governed, interpreted and enforced as required by applicable state law; and
jurisdiction and venue shall be designated as required by applicable state law.”
7. Arbitration and Mediation. By mutual consent, the Parties may elect to use alternative dispute resolution
(ADR) methods. To the extent permitted by applicable law, the laws of the State of Illinois will apply, without
reference to its choice of law rules. The parties expressly disclaim the application of the 1980 U.N. Convention
on Contracts for the International Sale of Goods to the Agreement.
8. Automatic Renewal of Subscription. Provisions in the Agreement related to an automatic renewal of the
Services purchased by the Government Entity are hereby deleted and shall not apply.
9. Access and Use. Sprout Social acknowledges that the Government Entity’s use of the Services may
energize significant citizen engagement. Notwithstanding anything to the contrary in the Agreement, Sprout
Social may unilaterally terminate the Services and/or terminate the Government Entity’s account only for (i)
breach of the Government Entity’s obligations under the Agreement, (ii) its material failure to comply with the
instructions and guidelines posted on the websites of the Services (provided that Sprout Social will provide
the Government Entity with a reasonable opportunity to cure any breach or failure on the Government Entity’s
part), (iii) the Government Entity’s use of the Services in a manner that infringes or misappropriates the
intellectual property rights of a third party, or (iv) if Sprout Social reasonably determines the Government
Entity is acting, or has acted, in a way that could present substantial reputational harm to Sprout Social or its
current or prospective partners or customers, or if Sprout Social ceases to operate any Services generally.
DocuSign Envelope ID: A1196193-9246-4C4D-9151-746D0B3E0DCB
v. Feb. 2024
10. FOIA/Public Disclosure Laws. Notwithstanding any confidentiality obligations in the Agreement, Sprout
Social acknowledges that the Government Entity may be compelled to disclose Confidential Information
pursuant to the Federal Freedom of Information Act (FOIA) or other applicable public disclosure laws. Sprout
Social acknowledges that Confidential Information, including terms and conditions of the Agreement, Service
Orders, Statements of Work, and other attachments, may be disclosed to third parties upon request solely to
the extent compelled by FOIA or other applicable public disclosure laws; provided that, prior to any such
disclosure, the Government Entity provides written notice of such disclosure (to the extent legally permitted)
and permits Sprout Social to contest the disclosure at its own cost.
11. Precedence, Further Amendment, and Termination. If there is any conflict between this Addendum and
the Agreement, this Addendum shall prevail. This Addendum may only be modified upon a written
amendment executed by both Parties. The Government Entity may close its Account and terminate the
Agreement at any time, but the Government Entity shall not be entitled to a refund of any fees paid and all
remaining fees related to the Subscription Term shall remain due and payable.
The Parties' authorized signatories have duly executed this Addendum as of the last date of signature below
(the “Effective Date”).
GOVERNMENT ENTITY: _________________________
By: _________________________
Name: _________________________
Title: _________________________
Date: _________________________
SPROUT SOCIAL, INC.
By: _________________________
Name: _________________________
Title: _________________________
Date: _________________________
DocuSign Envelope ID: A1196193-9246-4C4D-9151-746D0B3E0DCB
Prince Kwateng
3/18/2024
Sales Director
City of Denton
Buyer
Kayla Clark
3/18/2024
Certificate Of Completion
Envelope Id: A119619392464C4D9151746D0B3E0DCB Status: Completed
Subject: ***Purchasing Approval***8517- social media management software
Source Envelope:
Document Pages: 7 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 2 Kayla Clark
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
901B Texas Street
Denton, TX 76209
kayla.clark@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
3/18/2024 8:51:02 AM
Holder: Kayla Clark
kayla.clark@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Kayla Clark
kayla.clark@cityofdenton.com
Buyer
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 3/18/2024 9:07:43 AM
Viewed: 3/18/2024 9:07:50 AM
Signed: 3/18/2024 9:08:24 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 3/18/2024 9:08:25 AM
Viewed: 3/18/2024 9:31:37 AM
Signed: 3/18/2024 9:31:46 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Prince Kwateng
prince.kwateng@sproutsocial.com
Sales Director
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 208.185.170.2
Sent: 3/18/2024 9:31:48 AM
Viewed: 3/18/2024 9:41:27 AM
Signed: 3/18/2024 9:41:50 AM
Electronic Record and Signature Disclosure:
Accepted: 3/18/2024 9:41:27 AM
ID: 493c2b15-5121-48b0-8417-6e58e15f81f9
Dustin Sternbeck
Dustin.Sternbeck@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 3/18/2024 9:41:52 AM
Viewed: 3/18/2024 9:56:17 AM
Signed: 3/18/2024 9:56:34 AM
Electronic Record and Signature Disclosure:
Accepted: 3/18/2024 9:56:17 AM
ID: d3372ccb-95f9-46a6-bd4f-649d75a1abf9
Signer Events Signature Timestamp
Kayla Clark
kayla.clark@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 3/18/2024 9:56:35 AM
Viewed: 3/18/2024 9:57:43 AM
Signed: 3/18/2024 9:58:08 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/18/2024 9:58:09 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/18/2024 9:07:43 AM
Certified Delivered Security Checked 3/18/2024 9:57:43 AM
Signing Complete Security Checked 3/18/2024 9:58:08 AM
Completed Security Checked 3/18/2024 9:58:09 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Prince Kwateng, Dustin Sternbeck
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