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Home My WebLink AboutContract 60177DocuSign Envelope ID: OB3102B2-2683-4A85-8CF2-4COCCBEBF6D9 Service Order sproutsocial CSC No. 60177 Agreement For City of Fort Worth Billing Street Billing Email 200 Texas St Billing City Billing Method Check Fort Worth Billing State/Province Billing Frequency Annual Texas Billing Country Net Terms Due on receipt United States Billing Zip/Postal Code Payment Portal Used? 76102 Professional Plan 1.00 Unlimited Profiles 1.00 Additional Users 2.00 Onboarding Standard 1.00 Total Investment (USD): $3,995.00 OFFICIAL RECORD CITY SECRETARY Page 1 of 3 FT. WORTH, TX DocuSign Envelope ID: OB3102B2-2683-4A85-8CF2-4COCCBEBF6D9 Serviec, Ord, r sproutsocial Special Contract Terins 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 sDroutsocial.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, including any additional users, profiles, brand keywords, groups, mentions, topics, or any other add-ons, 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 account manager or successteam(a)soroutsocial.com to provide such notice. Sprout Social may use Subscriber's name or logo on its website or in any promotional materials, press releases, investor materials, and other stockholder communications. Sprout Social 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 Iist 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 one hundred twenty (120) days from the Subscription Start Date. Should the Professional Services involve Sprout Social accessing Subscriber's account, as requested or approved by Subscriber, the parties agree that Subscriber acts as a controller of any personal data processed by Sproul Social in performance of the Professional Services. Such processing shall be subject to the data processing addendum found at httos://media.si3routsocial.com/unloads/Downloadable-Customer-DPA.Ddf and Sprout Social acts solely as a processor and processes personal data in accordance with Subscriber's instructions. Name: Reyne C Telles Title: Chief Communications Officer Signature: Rcyne es iSep 22, 202317:26 CDT) Date: Sep 22, 2023 Name: Kelly Klein Title: Enterprise sales Director DocuSigned by: Signature: F W".1" \._541)9 AFFA6 0 22... Date: Septem er �21, 2023 Page 3 of 3 DocuSign Envelope ID: OB3102B2-2683-4A85-8CF2-4COCCBEBF6D9 EXHIBIT A Amendment to Sprout Social Terms of Service (Applicable to State Government Agencies) This Amendment to Sprout Social Terms of Service ("Amendment") is an agreement between Sprout Social, Inc., including its affiliates (collectively, "Sprout Social") and subscriber who is a state government agency ("State Government Agency" or "You" or "Your"), effective as of the date signed by Sprout Social. Sprout Social and State Government Agency (together, the "Parties") agree that modifications to Sprout Social's general terms of service available at www.sl)routsocial.com/terms ("Agreement"), are appropriate to accommodate Your status as a public entity as a State Government Agency. Accordingly, the Agreement is hereby modified by this Amendment as it pertains to Your use of the Service. Capitalized terms that are not expressly defined in this Amendment shall have the meaning ascribed to them in the Agreement. Indemnification. All provisions of the Agreement whereby You indemnify Sprout Social shall be deemed effective only to the extent permitted by law. Governing Law and jurisdiction. Provisions in the Agreement related to governing law and arbitration are hereby deleted and shall remain silent to the extent the State Government Agency requires governing law to be the state in which State Government Agency is located. Automatic renewal of subscription. Provisions in the Agreement related to an automatic renewal of Your subscription shall be deemed to be hereby deleted and not apply. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Right to Audit. Sprout Social agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Sprout Social involving the financial transactions relating to the Agreement. Sprout Social agrees that City shall have access during normal working hours to all necessary Sprout Social facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Any such audits will be at the City's expense, conducted no more than once annually, and City shall give Sprout Social reasonable advance notice of intended audits. The parties shall mutually agree on reasonable timing, scope, and security controls applicable to the audit (including without limitation restricting access to Sprout Social's trade secrets and data belonging to Sprout Social's other customers). Attorneys' Fees. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. [SIGNATURE PAGE TO FOLLOW) Page 1 of 2 DocuSign Envelope ID: OB3102B2-2683-4A85-8CF2-4COCCBEBF6D9 The parties authorized signatories have duly executed this Amendment. State Government Agency Signature.—1 �-_._312 Legal Name: ReyneCTelles Print Name: Reyne C TeRes Title: Chief Communications Officer Date: Sep 22, 2023 Sprout Social, Inc.DocuSigned by: Signature: Print Name: Title: Enterprise Sales Director Effective Date: September 21, 2023 Page 2 of 2 DocuSign Envelope ID: OB3102B2-2683-4A85-8CF2-4COCCBEBF6D9 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By: Rey7F7s Sep 22, 202317:26 CDT) Name: Reyne C Telles Title: Assistant City Manager Date: Sep 22, 2023 Vendor: DocuSignlIedd by: By: �Lt v' Name: Title: Enterprise Sales Director Date: September 21, 2023 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: C' Name: Valerie Colapret Title: Communications Manager Approved as to Form and Legality: � S/� By: Name: Ta0—f P—ic Title: Assistant City Attorney Contract Authorization: M&C: Signature: Email: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Valerie Colapret Title: Communications Manager City Secretary: FORT°IlII A p lyaao � d ono o=d �s� % .�S�xa °any reznsa4 By: (� bna aob a Name: Jannette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX