2454 Sproutsocial contractCITNY OF
SAFORD
FINANCE DEPARTMENT
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Thursday, January 12, 2023 1XI
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PURCHASING DEPARTMENT
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TRANSMITTAL MEMORANDUM
To: City Clerk/Mayor
RE: Sproutsocial
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
❑
Development Order
®
Mayor's signature
❑
Final Plat (original mylars)
❑
Recording
❑
Letter of Credit
❑
Rendering
❑
Maintenance Bond
❑
Safe keeping (Vault)
❑
Ordinance
❑
Deputy City Manager
❑
Performance Bond
❑
Payment Bond
❑
Resolution
❑
City Manager Signature
❑
®
City Clerk Attest/Signature
❑
City Attorney/Signature
Once completed, please:
® Return originals to Purchasing- Department
❑ Return copies
El
Special Instructions: Needed for safe keeping_
01--� Kai ye r
From
TADept_forms\City Clerk Transmittal Memo - 2009.doc
1/12./202.3
Date
sproutsocial
Service Order y`
Billing Information
Billing Street
Billing Email
Billing City
Billing Method
ACH
Billing State/Province
Billing Frequency
Quarterly
Billing Country
Net Terms
Net 30
Billing Zip/Postal Code
Payment Portal Used?
Total Investment (USD): $11,952.00
Page 1 of 3
Service Order
F... sproutsocial
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:
If yes, please complete the following:
Tax Exempt ID:
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:
If yes, please complete the following:
PO Number:
Page 2 of 3
Service Order
Special Contract Terms
Or sproutsocial
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.
Notwithstanding anything to the contrary in the Agreement, this Service Order will not automatically renew unless mutually agreed upon in writing by the parties.
Notwithstanding anything to the contrary in the Agreement, Sprout Social may not use Subscriber's name or logo on its website or in any promotional materials, press
releases, investor materials, or other stockholder communications unless Sprout Social obtains Subscribers prior written consent. 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 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.
Should the Professional Services involve Sprout Social accessing Subscribers account, as requested or approved by Subscriber, the parties agree that Subscriber acts as a
controller of any personal data processed by Sprout Social in performance of the Professional Services. Such processing shall be subject to the data processing addendum
found at httgs://media.soroutsocial.com/uploads/Downloadable-Customer-DPA.p_df and Sprout Social acts solely as a processor and processes personal data in accordance
with Subscriber's instructions.
• •
of • •
Sprout Social,
Name:
Norton N. Bonaparte Jr.
Name:
Title:
City Manager
Title:
Signatur
Signature:
Date:
/b � J/
Date:
Page 3 of 3
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 SocialSubscription Agreement available at www.sproutsocial.com/service-subscription-
agreement ("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 meaningascribed 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.
The parties authorized signatories have duly executed this Amendment.
State Gover
Signature:
Legal Name: Norto r e
Print Name:
Title: City Manager
Date: / a - // • co -o Z/
Sprout Social, Inc.
Signature:
Print Name: Paige Asbury
Title: Customer Success Manager
Effective Date: October 5, 2021
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