Sprinklr Self-Serve Agreement

PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS OF USE CAREFULLY. THIS IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU (“CUSTOMER” OR “YOU”) AND SPRINKLR, INC. (“SPRINKLR”) STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SPRINKLR SELF-SERVE OFFERING (DEFINED BELOW). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY. BY CLICKING “I ACCEPT” OR BY USING THE SELF-SERVE ONLINE TRIAL, YOU ARE AGREEING TO ALL OF THE TERMS AND CONDITIONS STATED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “I ACCEPT,” AND DO NOT USE SPRINKLR SELF-SERVICE.

1. DEFINITIONS

”Account Information” means any Content other than Inbound Content (including Customer Care Data).

“Acceptable Use Policy” means Sprinklr’s Acceptable Use Policy, located at www.sprinklr.com/legal.

“Affiliate” means any entity which is directly or indirectly controlling, controlled by, or under common control with a party to this Agreement.

“ Connected Services” means the various channels, data sources, and integrations supported by Sprinklr Self-Serve that Customer connects to, accesses or uses, or authorizes a third party to connect to, access and/or use, through Sprinklr Self-Serve including the social media services.

“Content” means Inbound Content (including Customer Care Data) and Account Information entered into the Sprinklr Account or Sprinklr Self-Serve or any other data managed by you via Sprinklr Self-Serve

“Contractor” means subcontractors, suppliers, resellers and advisors.

“Customer Care Data” means any material that is submitted to Sprinklr Self-Serve by a person other than a User through the Connected Services that you have integrated into Sprinklr Self-Serve for purposes of customer care and support (including, where applicable, voice data).

“Customer Content” means any material that is (i) entered into the Sprinklr Account by Customer or an employee on behalf of or under the direction of Customer or (ii) generated by Customer or an employee on behalf of or under the direction of Customer, through use of Sprinklr Self-Serve.

“Data Processing Addendum” means Sprinklr’s Data Processing Addendum, if applicable, located at www.sprinklr.com/legal.

“Inbound Content” means any information received from any Connected Service, including any information published on any Connected Service, not created by a User. Such information includes but is not limited to, in whatever form and/or nature, text, data, graphics, photos, audio, video, electronic messages, trademarks and other identifiers. Where applicable to the Sprinklr Self-Serve offering being utilized, Inbound Content may include Customer Care Data.

“Internal Use” means use of Sprinklr Self-Serve for your general business use, and solely for the benefit of you and your company, but does not include use of Sprinklr Self-Serve to provide any services for the benefit of third parties.

“Order” means the selection of the desired plan within Sprinklr Self-Serve by a User. The plan selected will determine the relevant fees, term length, and number of user seats. An Order is effective upon the earlier of (i) payment of the applicable initial fee or (ii) use of Sprinklr Self-Serve.

“Sprinklr Account ” means your password restricted account to access and use Sprinklr Self-Serve.

“Sprinklr Self-Serve” means Sprinklr’s proprietary offering provided by Sprinklr and accessed by you via the internet and includes any products offered by Sprinklr within Sprinklr Self-Serve.

“Updates” means modifications, updates and changes made by Sprinklr to Sprinklr Self-Serve which Sprinklr makes generally available to its customers at no additional fee. Updates exclude new features, functions and capabilities which are offered for an additional fee.

“User” means an individual user who is authorized to use Sprinklr Self-Serve and has been supplied or has created a user identification and password.

2. INTELLECTUAL PROPERTY, RIGHTS OF USE

• Sprinklr owns all right, title and interest in and to Sprinklr Self-Serve. Sprinklr Self-Serve allows you to connect to and use the Connected Services. Sprinklr makes no representation or warranties related to the Connected Services, including, but not limited to their availability, or the availability of any content or data provided from the Connected Services.
• Subject to the terms and conditions of this Agreement, Sprinklr grants to you a non-exclusive, non-transferable right to access and use Sprinklr Self-Serve for Internal Use, during the Term. Sprinklr Self-Serve may be accessed and used solely by you. Sharing of User accounts (user identification and password) is prohibited.
• You shall be responsible for ensuring that you comply with this Agreement (including, but not limited to the Acceptable Use Policy) and all acts or omissions of you, any Users, and any Affiliates under this Agreement.
• You grant to Sprinklr during the term of this Agreement a royalty-free, non-exclusive, non-transferable, worldwide right and license to copy, cache, store, reproduce, perform, display, use, distribute, transmit and generally make available the Content in electronic form via the Internet, through wireless communications services and social media through Sprinklr Self-Serve in order to provide Sprinklr Self-Serve to you in accordance with this Agreement.
• The Acceptable Use Policy, in its current version, shall be incorporated into this Agreement, in its entirety, and you agree that you will comply with the Acceptable Use Policy.
• You may not, directly or indirectly (i) misappropriate or infringe any intellectual property rights of Sprinklr Self-Serve, including Sprinklr’s and any third party rights thereto, (ii) reverse engineer, decompile, disassemble, disclose or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of Sprinklr Self-Serve; (iii) modify, translate, or create derivative works based on Sprinklr Self-Serve; (iv) use Sprinklr Self-Serve for purposes of a third party or otherwise for the benefit of a third party; or (v) use or view Sprinklr Self-Serve for the purposes of developing, directly or indirectly, a product or service competitive to Sprinklr Self-Serve.
• Sprinklr Self-Serve provides an opportunity for current and potential Sprinklr customers to experience Sprinklr services without the cost and time involved in an enterprise rollout. As part of use of Sprinklr Self-Serve, you agree that Sprinklr is not obligated to provide any technical support, phone support, or updates for Sprinklr Self-Serve or for any Sprinklr program accessed or used under this Agreement. As a User, you agree not to open support requests, use Sprinklr support channels (other than those found within Sprinklr Self-Serve), or otherwise contact Sprinklr to request assistance with questions or problems experienced during the use of Sprinklr Self-Serve under this Agreement. Sprinklr may choose to add, modify, or remove benefits and features from the Sprinklr Self-Serve on either a temporary or permanent basis.

3. TERM AND TERMINATION

• The term of this Agreement will begin on the date of first use of Sprinklr Self-Serve by you (“Effective Date”) and continue for the period of time selected by you on the Order (“Term”). If a recurring subscription is selected by you with Sprinklr Self-Serve, you agree that at the end of each Term, the Term shall automatically renew for the duration selected by you (each a “Renewal Term”).
• You may discontinue use of Sprinklr Self-Serve at any time, provided, that you acknowledge there shall be no refund of Fees pre-paid and applicable to the post termination period. If you discontinue your use of Sprinklr Self-Serve or cancel your account, you cancel only future charges associated with your subscription. You may initiative a cancellation at any time, but the cancellation will only become effective at the end of your current billing period.
• Either party may terminate this Agreement and/or Order in the event that the other party is in material breach of this Agreement, and/or Order, which has not been cured within thirty (30) days following receipt of written notice of such breach. You acknowledge and agree that Sprinklr has no obligation to retain Content, and that Content will be irretrievably deleted, following the termination of Sprinklr Self-Serve. Provisions that survive termination or expiration of this agreement are those which by their nature are intended to survive.
• Upon expiration or termination of this Agreement (i) all rights to use Sprinklr Self-Serve immediately cease; and (ii) you will return or destroy at Sprinklr’s request any Confidential Information in your possession.

4. FEES AND PAYMENT

• You shall pay Sprinklr all fees set forth in the initial Order (the “Fees”). All Fees set forth in an Order are non-cancelable and non-refundable and are based on the premium plan purchased.
• The initial payment shall be made by the User upon submission of the Order and Sprinklr will charge the credit or debit card on file within Sprinklr Self-Serve for each subsequent renewal. If you purchase a recurring subscription, you agree you are subscribing to an automatically renewing subscription with recurring payments at the frequency stated in the Order. Your subscription will automatically continue at the selected interval, and you will continue to be charged at the stated price unless you (a) terminate your Sprinklr Account; (b) cancel your subscription in accordance with Section 3, (c) Sprinklr declines to renew your subscription, or (d) these Terms are otherwise terminated as permitted herein.
• Unless otherwise stated on the Order, all payments shall be made via credit or debit card through Sprinklr Self-Serve. You acknowledge and agree that Sprinklr utilizes a third-party credit card processing company to facilitate such transactions and Sprinklr shall have no access to, or liability for, your credit card data.
• Access to Sprinklr Self-Serve shall begin only after payment has been made and in the event of any returned payment or nonpayment all access to Sprinklr Self-Serve shall cease immediately. Any such suspension or termination of Sprinklr Self-Serve for nonpayment shall not be a breach of this Agreement by Sprinklr. You agree to reimburse Sprinklr for any costs of collection or fees imposed due to a returned payment. If your credit or debit card expires, you will remain responsible for all charges and uncollected amounts incurred until you cancel your agreement pursuant to section 3.
• To the extent that you use any services with Sprinklr Self-Serve that are billed based on usage, including but not limited to messaging costs and/or the Twilio Services (as described below), You understand and agree that Sprinklr will invoice you for the actual fees incurred (plus any applicable taxes), on a monthly basis, in arrears. These invoices cannot be split and will be due pursuant to the payment terms herein.
• Sprinklr's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”) unless otherwise stated on the final invoice. You are responsible for paying all Taxes associated with purchases hereunder. If Sprinklr has the legal obligation to pay or collect Taxes for which you are responsible under this section, Sprinklr will invoice you and you will pay that amount unless you provide Sprinklr with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Sprinklr is solely responsible for taxes assessable against it based on its income, property and employees. All prices are in United States Dollars.
• Sprinklr may change subscription terms or fees at any time on a go forward basis at its sole discretion. If the pricing for your subscription changes, Sprinklr will notify you and provide you with an opportunity to change your subscription before you are charged through an automatic renewal. Your failure to cancel, change, or modify your account, or your continued use of the product or service after such changes become effective will constitute your acceptance of those changes. If you accept the new subscription terms, those terms and conditions will apply for any renewals going forward from the effective date of the changes.

5. WARRANTIES

• Each party represents and warrants that it has the right and authority to enter into and perform its obligations under this Agreement and shall comply with all applicable laws.
• Sprinklr warrants that during the Term, when used as expressly permitted hereunder, Sprinklr Self-Serve shall perform in all material respects in accordance with the terms of this Agreement. Your sole and exclusive remedy for a breach of this warranty shall be Sprinklr’s reperformance of the non-conforming Sprinklr Self-Serve.
• TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPRINKLR SELF-SERVE, INCLUDING ALL FUNCTIONS THEREOF, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, WHETHER EXPRESS, IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ACCURACY OF CONTENT, NON-INFRINGEMENT, NON-INTERFERENCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE SPRINKLR SELF-SERVE WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE.

6. INDEMNIFICATION

You shall indemnify, defend and hold harmless Sprinklr and its Affiliates, (the “Sprinklr Parties”) from and against any losses, liabilities, costs, expenses (including reasonable attorneys’ fees and expenses), penalties, judgments, settlement amounts and damages arising from a breach of the Acceptable Use Policy or any breach of this Agreement.

7. LIMITATIONS OF LIABILITY

• IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, INCLUDING WITHOUT LIMITATION LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES OR ANY OTHER MATTER RELATING TO SPRINKLR SELF-SERVE. SPRINKLR SHALL NOT BE LIABLE TO CUSTOMER FOR CUSTOMER’S FAILURE TO TAKE ANY ACTION REQUESTED, BY SPRINKLR, WITHIN SPRINKLR SELF-SERVE.
• IN NO EVENT SHALL THE TOTAL LIABILITY OF SPRINKLR TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE), ARISING FROM THIS AGREEMENT OR YOUR USE OF SPRINKLR SELF-SERVE, EXCEED, IN THE AGGREGATE, THE FEES PAID AND/OR PAYABLE FOR SPRINKLR SELF-SERVE FOR THE PRIOR TWELVE (12) MONTHS. YOU ACKNOWLEDGE THAT SPRINKLR HAS ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF WARRANTIES AND DAMAGES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE PARTIES AGREE THAT THE LIMITATIONS AND EXCLUSIONS OF LIABILITY AND DISCLAIMERS SPECIFIED IN THIS AGREEMENT WILL SURVIVE AND APPLY EVEN IF FOUND TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE.

8. CONFIDENTIALITY

• “Confidential Information” means Sprinklr’s business or technical information, including product plans, designs, source code, marketing plans, business opportunities, personnel, research, development or know-how; and (ii) information designated by Sprinklr as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential. Confidential Information includes information disclosed prior to or during the Term of this Agreement. Confidential Information shall not include information which: (i) is or becomes generally available to the public other than as a result of wrongful disclosure by you; (ii) is or becomes available to you on a non-confidential basis from a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii) is developed independently by you without use of any of Sprinklr’s Confidential Information and by persons without access to such Confidential Information.
• You agree not to use any Confidential Information for any purpose other than as necessary under this Agreement. During and after the Term, you will not disclose any Confidential Information to any third party without the prior written consent of Sprinklr, except (i) where such disclosure is necessary for the performance of your obligations under this Agreement; or (ii) as may be required by laws (provided that you shall give Sprinklr advance notice of such requirement to the extent legally permitted). For purposes of clarity, you may publicly disclose the fact that you are using Sprinklr Self-Serve but all details about the uses, functionalities or other aspects of the services (including screenshots and specific features of Sprinklr Self-Serve) are Confidential Information of Sprinklr and may not be disclosed.

9 . DATA PROTECTION

• Personal Data will be processed in accordance with Sprinklr's privacy notice found at https://www.sprinklr.com/privacy/ (to the extent Sprinklr is a Data Controller) and in accordance with Sprinklr’s Data Processing Addendum (DPA) found at www.sprinklr.com/legal to the extent Sprinklr is a Data Processor. The DPA is incorporated into and subject to the terms of this Agreement by reference.
• Notwithstanding the terms of the DPA, Customer understands and agrees that Sprinklr has a worldwide, perpetual, and irrevocable right and license to anonymize, aggregate, or deidentify Personal Data or Customer Content – such that it can no longer be associated with a Data Subject or with Customer (“Platform Data”) and is permitted to use Platform Data solely for business and operating purposes, including to provide, maintain, develop, and improve upon Sprinklr’s products, features, and services. This rights also applies to derived from the operation and use of Sprinklr Self Service.

10. GOVERNING LAW

This Agreement is governed by the laws of the State of New York, without reference to conflict of law principles. The parties irrevocably consent to the exclusive jurisdiction of the state or federal courts located in New York County, NY, over any suit, action or proceeding arising out of or relating to this Agreement. THE PARTIES UNCONDITIONALLY AND IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT.

11. MISCELLANEOUS

• Third Party Terms.
  Customer must comply with all terms applicable to any third party products, including the Connected Services, that are used or accessed through the Sprinklr Platform. These include, but are not limited to the following:
  • Twitter. You understand and agree that Sprinklr Self-Serve may only be used for standard, approved uses cases and use is subject to the Twitter Limited Data License (EULA) located at www.sprinklr.com/legal (the “Twitter EULA”), which you hereby agree to and which is hereby incorporated into and forms part of this Agreement.
    • You understand and agree that the API within Sprinklr Self-Serve may be used for the following use cases only:
      • Time to Insights: Provide valuable insights to the end-user through a zero-configuration based tool wherein users can generate insights based on pre-configured inputs like brands & competitors within no time
      • Benchmark Campaign Performance: Monitor campaign KPIs across your top competitors and identify top content
      • Discover Potential Areas of Crisis: Monitor general events and detect crisis that related to your brand
      • Manage Brand Reputation: Monitor and enhance your brand’s reputation across traditional and social channels
      • Inform your Content Strategy: Solidify your content strategy by benchmarking with industry trends
      • Inform your Digital Care strategy: Keep a tab on customer care call drivers & key metrics Benchmark Brand Performance: Track competitor’s performance, identify gaps and optimise your social media strategy
      • Improve Brand Awareness: Increase your brand awareness by tracking customer conversations and engagement
      • Informing Product Strategy: Understand how your products are performing and benchmark against competitors
      • You agree that you and your organization are not government or other public sector entities
      • Sprinklr disclaims any and all liability related to (i) Input, and (ii) use of Output or Customer Content;
      • Sprinklr AI+ should not be relied on to meet Customer’s regulatory, legal, or other obligations;
      • Input is transferred to the third party subprocessors applicable to the Sprinklr AI+ feature (“LLM Provider”) used by Customer, and as identified herein, for the sole purpose of generating the Output;
      • Each LLM Provider owns all rights and interest to their intellectual property, and Customer only has the rights specified herein;
      • Customer will not use Sprinklr AI+ to develop models that compete with Sprinklr’s products or services; and
      • Customer assumes full responsibility for (i) Input and Output, (ii) review and use of all Customer Content, and (iii) compliance with any third-party terms applicable to the Sprinklr AI+ feature used by Customer, including, but not limited to the terms applicable to the LLM Provider.

      If Customer breaches these terms related to Sprinklr AI+, Sprinklr may immediately suspend the use of Sprinklr AI+ until such breach is resolved, to Sprinklr’s reasonable satisfaction. If not using Customer’s own LLM, the current list of LLM Providers used as part of SprinklrAI+ includes (i) OpenAI, (ii) Microsoft Azure OpenAI and (iii) Google Vertex. This list is subject to change, in Sprinklr’s sole discretion.

      • This Agreement incorporates any exhibits, appendices and other documents referred to in it, including, but not limited to, the Acceptable Use Policy, the Twitter EULA, and/or, if applicable, any data processing agreement. This Agreement is the entire agreement between the parties relating to this subject matter and supersedes (i) any pre-printed terms on a purchase order, which shall have no effect, and (ii) all prior or contemporaneous understandings of the parties related thereto, including any separate non-disclosure agreement between the parties relating to this subject matter as it relates to confidential information disclosed after the date of and pursuant to this Agreement. Sprinklr may amend this Agreement at any time upon giving notice to you. Such notice shall be made by sending an email to you or by publication of the amendment on the Sprinklr’s website. If the amendment of this Agreement materially affects your rights related to the use of Sprinklr Self-Serve, you may terminate the use of said Services. If you continue to use Sprinklr Self-Serve after notice of the amendment of this Agreement is given, you shall be deemed to have agreed to this Agreement as amended. By executing this Agreement, you affirm and agree that Sprinklr has not made any representations to induce you to enter this Agreement except for those representations explicitly set forth in this Agreement. You specifically disclaim reliance upon any representations of any kind whatsoever except for those set forth in this Agreement.
      • In no event may you initiate any action against Sprinklr pursuant to this Agreement more than two (2) years from the date the claim arose, in case such limitation is permitted by applicable law.
      • Except as may be expressly provided herein, all remedies provided for in this Agreement are non-exclusive remedies.
      • Sprinklr may assign this Agreement in whole or in part upon notice to you. You may not assign its rights or obligations under this Agreement without obtaining Sprinklr’s prior written consent. Any assignment in contravention of this section is void.
      • Sprinklr may identify you as a Sprinklr customer in Sprinklr’s marketing materials, promotional presentations, customer lists, website and other written and electronic materials (name and logo). Any other uses of either party’s name and logo shall be subject to the prior review and approval of the owning party, such approval not to be unreasonably withheld.
      • Sprinklr has the worldwide, perpetual, irrevocable right and license to use non-personal aggregated/anonymized statistical data derived from the operation and use of Sprinklr Self-Serve (“Statistical Data”) for internal business and/or operating purposes only, provided that Sprinklr does not share with any third-party Statistical Data which reveals the identity of you or your Users.
      • Nothing in this Agreement will create any association, partnership, or joint venture between the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly stated in this Agreement. If a court of competent jurisdiction finds any provision of this Agreement unenforceable, all other provisions will remain in full force and effect and the unenforceable provision will be replaced with an enforceable provision that most nearly achieves the intent and economic effect of the unenforceable provision.