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Sprout Social, Inc. Supplier Code of Conduct

Working with Sprout Social, Inc.

Sprout Social, Inc. and its subsidiaries (collectively, “Sprout Social,” “we,” “our,” or “us”), are committed to maintaining the highest level of integrity and honesty throughout all aspects of our business. We believe it is the responsibility of our service providers, distributors, vendors, and their respective sub-contractors, employees, and agents (each a “Supplier” and collectively “Suppliers”) to also treat others with honesty and respect and to otherwise act in accordance with the highest ethical standards. As such, we have adopted this Supplier of Conduct (the “Code”) and require our Suppliers to comply with it when conducting business with or on behalf of Sprout Social, including where the Code exceeds the requirements of applicable law. This means Suppliers should educate their employees and subcontractors about this Code and ensure their subcontractors implement equivalent standards of conduct. Sprout Social may take measures to ensure compliance and address suspected instances of non-compliance with this Code, including but not limited to, terminating a business relationship with a Supplier. In lieu of agreeing to follow this Code, a Supplier may adopt their own rules of conduct that are identical in all material respects.

Applicability

The Code applies to all Suppliers that provide goods and services to us. Suppliers are responsible for compliance with the standards set out in the Code throughout their operations and throughout their entire product supply chain. This means that the Code applies to:

  • Suppliers’ facilities, including manufacturing, distribution, and packaging facilities (“Facilities”); and

  • Suppliers’ suppliers, agents, and subcontractors and their respective Facilities.

The Code should be viewed as the minimum standards that we expect from our Suppliers. It is not intended to reduce, replace or limit any other legal or contractual obligations that you owe to Sprout Social.

Slavery and Human Trafficking

We will not move forward in procuring any goods or services with third parties that we believe are at risk for engaging in slavery or human trafficking. We will not support a supply chain where we have grounds to believe that slavery and human trafficking exist. Supplier shall not engage in slavery or human trafficking, which are prohibited throughout the supply chain. All labor must be voluntary. Slavery includes any type of compelled, involuntary, or forced labor, including, but not limited to:

  • labor performed by children;

  • bonded labor;

  • indentured labor; and

  • prison labor.

Please see our Modern Slavery Statement for additional detail.

Compensation and Benefits

Supplier must compensate all workers with wages, including overtime premiums, and benefits that meet the minimum wage and benefits established by applicable law.

Work Hours

Supplier shall not require or allow workers to work more than the legal limit on the number of regularly-paid hours worked per week.

No Discrimination, Abuse, or Harassment

Supplier must not discriminate in hiring, compensation, training, advancement or promotion, termination, retirement, or any other employment practice based on race, color, national origin, gender, gender identity, sexual orientation, military status, religion, age, marital or pregnancy status, disability, or any other characteristic other than the worker’s ability to perform the job.

Supplier is notified that it may be subject to the regulations implementing Executive Order 11246, as amended, the Vietnam Era Veterans’ Readjustment Assistance Act of 1974, as amended, and Section 503 of the Rehabilitation Act of 1973, as amended, including: 41 CFR Section 60-300.5(a); 41 CFR Section 60- 741.5(a); 41 CFR Section 60-1.4(a) and (c); 41 CFR Section 60-1.7(a); 41 CFR Part 60-2, 48 CFR Section 52.222-54(e); and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and posting requirements. As applicable, Supplier shall abide by these requirements which require that covered entities not discriminate and take affirmative action on the basis of sex, gender identity, sexual orientation, race, color, religious creed, national origin, physical or mental disability, and protected veteran status.

Supplier must treat workers with respect and dignity.

Supplier must not subject workers to corporal punishment, or physical, verbal, sexual, or psychological abuse or harassment. Supplier must not condone or tolerate such behavior by its suppliers and subcontractors.

Supplier Diversity, Equity, and Inclusion

Sprout Social believes that diversity, equity, and inclusion are an ethical imperative and prefers Suppliers that share this commitment in their operations and business partnerships. As such, Suppliers shall endeavor to include in their sourcing activities subcontractors that are diverse in terms of their ownership structure (e.g., women-owned, locally-owned, minority-owned, disability-owned, veteran-owned, lesbian/gay/bisexual/transgender-owned), scale (e.g., small or medium size), and the nature of the enterprise (e.g., social enterprise).

If Supplier participates in an official Sprout Social Supplier diversity program, then, Supplier will abide by the rules of that program and this Code.

Health and Safety

Supplier must provide a safe, healthy, and sanitary working environment. Supplier must take reasonable steps to prevent workplace hazards, and work-related accidents and injuries.

If Supplier provides residential and dining facilities for its workers, it must provide safe, healthy, and sanitary facilities.

Freedom of Association and Labor Rights

Supplier must respect the right of workers to decide whether to lawfully associate with groups of their choice, including the right to form or join trade unions and to engage in collective bargaining.

Environmental Protection

We prefer to work with suppliers that share our commitment to environmental sustainability.

Operation of Supplier’s Facilities

Supplier shall operate its manufacturing and other facilities in compliance with all environmental laws, including laws and international treaties relating to:

  • waste disposal;

  • emissions;

  • discharges; and

  • hazardous and toxic material handling.

Inputs and Components

Supplier must ensure that the services it performs and what it creates (including the inputs and components that it incorporates into its goods) comply with all environmental laws and treaties. Supplier must ensure that it will only use packaging materials that comply with all environmental laws and treaties.

Gifts, Entertainment, Anti-Bribery, and Anti-Corruption

Supplier shall not give or accept gifts or inappropriately utilize a familial relationship with an intention, or a reasonable prospect, of influencing Sprout customers, prospects, employees, representatives or other Suppliers to obtain or retain an improper business advantage, or to reward the provision or retention of an improper business advantage, or in explicit or implicit exchange for favors or benefits. Supplier shall take reasonable and legally required steps to prevent such bribery or corruption from occurring. Supplier must be mindful that public officials may be restricted in the benefits they can accept for performing their duties, including non-cash benefits such as travel, meals and entertainment.

Supplier shall comply with all laws, rules and regulations relating to bribery or corruption, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and any applicable local anti-corruption laws (collectively, the “Anti-Corruption Laws”), and it will not offer, pay, promise, authorize, solicit or request, directly or indirectly, any illegal bribe, kickback, or other improper or illegal payment to or from any third party, including any government official, in connection with its relationship with Sprout Social or any related agreement or activity.

This Code does not prohibit normal, appropriate and modest hospitality to or from third parties in the course of a business relationship that are designed to build goodwill among business partners. However, Suppliers must not give or accept gifts where doing so would create a conflict of interest, or violate U.S. laws or any applicable local law.

Insider Trading

Supplier shall not buy or sell the securities of Sprout Social when in possession of information about Sprout Social that is not available to the investing public and that could influence an investor’s decision to buy or sell our securities.

Report Violations

Please report any violations of the Code. Your report will be kept confidential. You can also submit your questions and comments regarding the Code, to our liaison set out below:

Heidi Jonas
General Counsel and Secretary Sprout Social, Inc.
131 S Dearborn St Ste 700
Chicago, IL 60603
773.922.1570
Heidi.Jonas@sproutsocial.com

We will not tolerate retaliation taken by Supplier against any worker who has, in good faith, reported violations or questionable behavior, or who has sought advice regarding the Code.

Compliance with Laws

Supplier must comply with all applicable national and local laws and regulations, including, but not limited to:

  • the Anti-Corruption Laws

  • applicable data privacy and information security laws and regulations

  • all economic sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Department of State, the United Nations, and the European Union, as well as any other sanctions programs in place in the jurisdiction(s) where they operate, and

  • any additional laws and regulations relating to all the standards set out in the Code.

Termination

We may immediately terminate our business relationship (including any purchase order(s) and purchase contracts) with a Supplier if the Supplier or its suppliers, agents, or subcontractors fail to meet the standards in the Code.

No Third-Party Beneficiaries

The Code does not give any rights or remedies to any person or entity other than Sprout Social, Inc. and its respective successors and permitted assigns.