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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 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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