App Directory SDK

Terms of Service – HootSuite Developer Program

Thank you for your interest in the HootSuite Developer Program (the "App Directory"). Please read these Terms of Service carefully. These Terms of Service are a legal document, and if you are going to invest a lot of time building an App using the HootSuite SDK ("SDK"), you might want to make sure you understand the implications of this legal agreement, and how your App can be impacted by these Terms of Service (including our discretionary right to terminate your access to the SDK and refuse to list your App in the App Directory, in which case your App may lose its value).

By participating in the Developer Program, accessing the associated developer portal at hootsuite.com/developers/app-directory (the "Portal"), and/or utilizing the SDK and the Development Tools, you and any entity, person, or company that you represent or act as agent thereof (collectively "Developer", "you" or "your") agree to be bound by these Terms of Service and all referenced terms and policies (collectively, "Terms of Service" "TOS" or "Agreement"). If you proceed to use or access our SDK or our Development Tools in any way, you will be deemed to have accepted and agreed all of the terms set out in these TOS. If you cannot accept that we may terminate your use and anybody’s use of your App, or of our SDK in our sole discretion, then you should not access it. IF YOU DO NOT ACCEPT ALL THE TERMS OF THIS AGREEMENT, FOR YOURSELF, YOUR EMPLOYER OR ANYONE ELSE THAT YOU REPRESENT, THEN WE DO NOT GRANT YOU ANY LICENSE TO USE THE DEVELOPMENT TOOLS, SDK OR ACCESS TO THE PORTAL.

By the nature of things, HootSuite can’t predict the future, how technology is going to evolve and how your App will interact with our technology. Therefore you have to be aware that these TOS will evolve and change over time as technology advances and HootSuite continues to grow. As the HootSuite App Directory expands with the aim of making approved Apps available in the forthcoming HootSuite App Directory, we might update these TOS by posting them on our Portal. These changes might affect your App and it is a risk that you must accept.

DEFINITIONS

"App" means any application, website, interface, or other communication method you develop or use to interact with the SDK.

"Development Tools" means the software code and information made available to you from HootSuite and perhaps from other sites controlled by HootSuite in connection with the SDK.

"HootSuite", "We", or "Us" shall mean HootSuite Media Inc. on behalf of itself and its affiliates.

"HootSuite Dashboard" means HootSuite’s proprietary software delivered through its web platform via the Website www.hootsuite.com.

"SDK" means the HootSuite App Directory software development kit, containing HootSuite’s API (application programming interface) documentation and endpoints, including all associated technologies, content, features, documentation and any other materials, tools, and systems provided or made available to you as part of the SDK.

"User" means a HootSuite Dashboard user.

DEVELOPER REGISTRATION

1.0 Developer Registration

1.1 In order to participate in the Developer Program and access the Development Tools, you are required to register and establish user identification with a password ("Registration Information"), and for certain uses, you may be provided and required to use confidential security keys or identifiers ("API Key"). You agree to provide us with accurate and complete Registration Information, and to inform us immediately of any updates or other changes to such information. For example, you may not: ( i ) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person, or ( ii ) use as Registration Information a name subject to any rights of a person other than yourself without appropriate authorization. You shall not disclose Your Registration Information or Your API Key(s) to any third party except to your agent(s) using such information solely on your behalf in accordance with this Agreement and under a written duty of confidentiality. Failure to comply with the terms of this section shall constitute a material breach of these TOS, which may result in immediate termination of your account and access to the SDK. In addition, we reserve the right to refuse registration of, or cancel any and all API Keys attributed by us to you at our sole discretion.

2.0 Listing of the App on the App Directory

2.1 Subject to the terms and conditions of the TOS, and only upon successful completion of the App review set out in Section 3.0, HootSuite may list your App on the App Directory. HootSuite reserves the right, in its sole discretion and for any reason at any time, to revoke this permission.

3.0 App Review

3.1 Before the App can be submitted to HootSuite, Developer is responsible for evaluating and testing the App as to its technology, functionality, performance, security, and user interface. Among other things, the App review will verify the output quality and that the App complies with the Terms of Service. HootSuite reserves the right to conduct any type of review of the App prior to making it available to Users via the App Directory under Section 2.0. HootSuite may adopt and change its review standards and processes in its sole discretion. Developer agrees to cooperate reasonably in any such testing. HootSuite shall have the right to review, accept and reject the App and any and all proposed developments to the App by the Developer. After HootSuite’s initial review of the App, HootSuite reserves the right to periodically conduct subsequent reviews. Any future updates to the app must also be brought to the attention of HootSuite for review before being added to the production version of the app.

DEVELOPER CONDITIONS

1. Permitted Uses

We aim to encourage Developers to build creative, useful and unique Apps. As such, we don't want to limit your creativity when creating Apps. However in these TOS we've laid out requirements that need to be followed to ensure quality, compatibility and appropriateness. Your use of the Development Tools and of the SDK is permitted only for the purpose of developing Apps that integrate with the SDK, and extend the HootSuite Dashboard capabilities. Examples of permitted Apps (although the list should be much longer) are Apps that follow the following guidelines: a) Provide a stream of posts from a social network; b) Provide a way to post to social network from HootSuite; c) Provide analytics or monitoring capabilities; d) Provide plugins that send social network information to your app; or e) Provide a content Discovery and curation stream.

2. Non-Permitted Uses

Your access to the App Directory, SDK and Development Tools is as our guest, under a free, revocable, license. We reserve the right to terminate your access, and your App for situations that we consider undesirable in our own judgment. This could include, but is not limited to:

  1. using undocumented methods or features;
  2. engaging in frame-breaking behavior;
  3. redirecting Users in a misleading manner;
  4. creating an App that fails to respect, or to adequately protect, the privacy of Users;
  5. sending unsolicited messages to Users from your App;
  6. creating an App that allegedly violates the intellectual property rights of any person (if we consider the allegation reasonable, without the results of litigation) **Violations of the law in any country by use of the App, or facilitated by the App;
  7. interfering or attempting to interfere in any manner with the proper workings of the SDK, or create or distribute an App that adversely affects the functionality of the HootSuite Dashboard, or other services provided by HootSuite;
  8. using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the SDK;
  9. re-formatting or framing any portion of the SDK;
  10. taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the Systems or infrastructure used to operate and make the SDK available;
  11. transmitting or uploading to the SDK, or our Systems via any means whatsoever any item containing or embodying any virus, worm, defect, Trojan horse, software bomb or other feature designed to damage or degrade in any manner the performance of the SDK, HootSuite Dashboard or any other HootSuite service, or any computer or other device or system, or the enjoyment of any HootSuite services by any User;
  12. using the SDK to violate the security of or to gain unauthorized access to any computer or computer network or other device or System (including unauthorized attempts to discover passwords or security encryption codes);
  13. using the SDK intentionally or unintentionally, to violate any applicable local, state, federal or international law;
  14. submitting to the SDK any content that is unlawful or facilitates, constitutes, promotes or encourages illegal activity; is in violation of any copyright or ownership by a third party; or otherwise use the SDK to transfer or store illegal material, including any material deemed threatening or obscene; submit any content that falsely states or implies that such content is sponsored or endorsed by us;
  15. collecting any information about Users (including usernames and/or email addresses)

3. Fees and Monetizable App

We charge no fees for access to our SDK or Development Tools, but we reserve the right to introduce fees in the future. Your App may be listed in the App Directory if it meets our criteria (which are entirely at our discretion). If the primary purpose of your App is to derive revenue, it is considered a "Monetizable App" used for "Commercial Purposes". If you wish to use the SDK for Commercial Purposes, you must obtain our permission in writing and you must enter into a Paid App Partner Agreement. Such Paid App Partner Agreement shall form part of this Agreement. For more information about how to become eligible to use the SDK for a Monetizable App, please contact us via email at app.review@hootsuite.com. If you are unsure whether your use of the SDK constitutes non-commercial or commercial use, you should contact us.

4. Testing, App Maintenance and Support.

Testing, App maintenance, and User support related to your App are your responsibility. Without limiting the generality of this previous sentence, you acknowledge that a) you are entirely responsible for the App; including development, testing and ongoing maintenance; b) We at HootSuite are not liable for any fault in the App, or harm done by it; and c) HootSuite can assist with first line App support but we will forward users to you for further support and suggest they contact the address supplied under the link to the developer contact details in the app. You will provide any and all required collaboration and support to HootSuite, its designees, to ensure that the App technology, functionality, performance, security, and user interface are functioning at all times. You shall commit to provide support in resolving any technical or other issues related to the App’s interaction with the SDK or HootSuite Dashboard within 24 hours of receipt of email (or other) notice to you and you shall provide a satisfactory resolution of the issue(s) in timely manner.

5. Our License to You

Subject to these TOS and compliance with the requirements, restrictions, and policies herein or incorporated by reference, HootSuite grants you a non-exclusive, non-transferable, non-sublicensable, revocable limited license to i) access the SDK to develop an App or incorporate functionality that creates authorized interactions between your App and the SDK. All rights not expressly granted to you are reserved by us. This Agreement applies to all updates, substitutions, revisions, and copies of the SDK, whether made by us or for us or by or for you.

6. Your License to Us

You agree to grant HootSuite a paid-up, royalty-free, non-exclusive, worldwide, irrevocable right and license, to: (a) use, perform, display, and market your App and its content for purposes of marketing, demonstrating, and making your App available on the App Directory; and (b) link to and direct users to your App.

7. Brand Features

Under no circumstances whatsoever are you authorized to use, promote, include or otherwise distribute any Brand Features of HootSuite, unless expressly authorized in writing by us. You are not permitted to and shall not register or use any trade name, trademark, logo, domain name (including without limitation, so-called "internationalized" domain names), sub-domain or URL path or any other name or sign that incorporates any of HootSuite’s Brand Feature (in whole or part) or that is confusingly similar thereto without an express, written license from HootSuite, which can be revoked at any time. In such cases where such a license is granted, no ownership of intellectual property rights or goodwill will be transferred as a result.

8. Security and Industry Standards

You agree to adhere at all times to reasonable security best practices, as specified in current industry literature on topics relevant to your interaction with the SDK. You shall not violate the security or integrity of any network, computer or communications system, software application, or network or computing device related to the SDK.

9. Ownership, Non Exclusivity

You represent and warrant to HootSuite that, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your App, and that your App will not violate the rights of any third party (e.g., copyright, patent, trademark, or other proprietary right of any person or entity), or any applicable regulation or law, including the laws of any country in which your App is made available. Except to the extent your App contains materials embodied in or associated with the SDK, HootSuite claims no ownership or control over your App as set forth below. You shall always ensure that you represent your App as your own and not an officially supported HootSuite App. You can use names like "My App for HootSuite" and use HootSuite logos provided it is used in conjunction with your logo and does not appear as an officially supported App to users in the HootSuite App Directory. You acknowledge that HootSuite may currently or in the future develop applications and services that may be similar to or competitive with your App. Nothing in these TOS shall in any way limit, restrict or preclude HootSuite from pursuing any of these, or any other, present or future business activities, opportunities or interests or from entering into any agreement or transaction with any person.

10. Style, Branding, Advertising, Development Considerations

To ensure your App works well within HootSuite, and with other available apps, you should build your App within the constraints of HootSuite's SDK using existing patterns and methods outlined. This will ensure that your App will behave as expected by HootSuite, and will be more likely to be listed on the App Directory. It is important for your App(s) to fit within the general HootSuite aesthetic, creating a consistent User experience, and we expect you to dedicate ample time and attention to your App's appearance. App(s) must also fit within HootSuite’s streams and shall display all related content within these re-sizeable columns. You may only be allowed to integrate HootSuite’s Brand Features in your App, subject to the Brand Feature license granted to you in these TOS, and in keeping with HootSuite's design sensibilities, as we may communicate to you. While this may change in the future, at this point the HootSuite App Directory will not allow your App to display any sort of third party advertising. From time to time, and at our discretion, we may communicate additional policies on style, branding, and advertising, which your App will need to conform with.

11. Privacy

Your use of the SDK may allow you to collect Personal Information from and about Users. "Personal Information" is any information pertaining to a directly or indirectly identifiable individual collected by your App in conjunction with your App’s use of the SDK and any additional User information you may gain from us. You are not permitted in any form to use, retain, own or otherwise claim in any and all Personal Information. You will delete all Personal Information when it is no longer necessary for you and or your App’s performance, and specifically when you cease to participate in the SDK. At all times, your App and your use of the SDK will comply with all applicable laws, regulations and best practices concerning privacy, data protection, and user identity including any and all laws related to privacy or data protection in the territory of the User even if they are beyond your territory.

12. Compliance with Laws, Policies

You are responsible to comply with all applicable laws, rules and regulations, all third-party rights and all HootSuite policies. You shall not use the SDK in a manner that violates such laws, rules and regulations, third parties’ rights or any HootSuite policies or in a manner that is deceptive, unethical, false or misleading. Ensure your Apps are legal in your jurisdiction and do not violate international laws. If in doubt, consult your legal counsel.

TERM AND TERMINATION OF YOUR ACCESS TO THE SDK AND APP DIRECTORY

1. Term and Termination

The term of this Agreement will commence on the date upon which you begin using the Development Tools or the SDK and will continue until you discontinue using the SDK, you close your Developer account, or HOOTSUITE terminates your access to the SDK, or if this Agreement is otherwise terminated. HOOTSUITE RESERVES THE RIGHT, IN ITS SOLE DISCRETION (FOR ANY REASON OR FOR NO REASON) AND AT ANY TIME WITHOUT NOTICE TO YOU, TO CHANGE, SUSPEND OR DISCONTINUE THE SDK AND/OR SUSPEND OR TERMINATE YOUR RIGHTS, ACCOUNT, AND APP WITHOUT LIABILITY TO YOU.

2. Effect of Termination

Any termination of this Agreement will also immediately terminate the licenses granted to you hereunder. Such change, suspension or termination of the SDK may cause your App to stop functioning. Without limiting that very general statement, we would terminate your rights under this Agreement if you breach this Agreement, or if you support or condone un-permitted uses such as are mentioned in these TOS, or if we feel you are defrauding a User by not delivering on your promises to them.. We may permanently or temporarily suspend your App if that seems to us to be necessary for protection of the Users or HootSuite. You may also terminate this Agreement by sending a termination notice to app.review@hootsuite.com. Upon any termination of the SDK Agreement, you will promptly delete and remove all calls to the SDK from all web pages, scripts, widgets, Apps, and other software in your possession or under your control; promptly destroy and remove from all computers, hard drives, networks and other storage media all copies of the SDK, Brand Features, Personal Information and/or any other data which you stored pursuant to your use of the SDK; and upon request you will promptly certify in writing to HOOTSUITE that such actions have been taken. IF YOU DO NOT ACCEPT THAT SITUATION, simply do not access the App Directory, do not access the SDK, and do not produce an App.

MODIFICATIONS

1. Modification of the API, Development Tools

We may modify the Development Tools, the SDK, permitted API calls, databases, the permitted uses under this Agreement and we may deny for your App to be listed on the App Directory. Modifications may affect your App and may require you to make changes to your App at your own cost to continue to be compatible with, or interface with, the SDK. That is a risk that you must accept.

2. Modification of the TOS

We may also from time to time modify this Agreement. We will post the amended terms on the Portal and we may also send you a notice about the amended terms by email. All amended terms will be effective thirty days after they are posted or emailed to you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY SENDING A TERMINATION NOTICE TO US AT app.review@hootsuite.com. The termination notice will be effective the date we receive it. The most current version of these TOS will be available on the Portal and will supersede all previous versions of these TOS. YOUR USE OF THE SDK OR YOUR APP AFTER THE EFFECTIVE DATE OF CHANGES WILL BE DEEMED TO BE ACCEPTANCE OF SUCH CHANGES.

MONITORING AND ENFORCEMENT

You agree that we may monitor or audit your App or activities relating to your access to our SDK. You must not try to block or otherwise interfere with the monitoring or audit, and we may use technical means to overcome any methods you may use to block or interfere with such monitoring. If we, in our sole discretion, believe that you have breached these TOS, or that you have engaged in fraudulent activity, we may take any and all steps that we consider appropriate, including warning, investigating or terminating or suspending your rights under this Agreement. In addition to any other available remedies, we may, in our sole discretion, seek specific performance, an injunction and legal costs. We reserve the right to take corrective action as we see fit if we receive complaints from Users about your App or your actions.

DISCLAIMER OF ANY WARRANTY, LIMITATION OF LIABILITY

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SDK IS ENTIRELY AT YOUR OWN DISCRETION AND RISK, AND THAT THE DEVELOPMENT TOOLS AND SDK ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, WE MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND NON-INFRINGEMENT. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF THE SDK AND DEVELOPMENT TOOLS, INCLUDING BUT NOT LIMITED TO DAMAGE TO YOUR COMPUTER SYSTEMS OR LOSS OF DATA.

HOOTSUITE SHALL NOT BE LIABLE TO YOU FOR ANY AMOUNT, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE SDK OR DEVELOPMENT TOOLS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE) OR FOR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT YOU HAVE ADVISED US OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE. IN THE EVENT THAT THE FOREGOING IS NOT ENFORCEABLE, HOOTSUITE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO FIVE HUNDRED DOLLARS ($500.00).

RELEASE AND INDEMNIFICATION

To the maximum extent permitted by applicable law, you hereby release and waive all claims against HootSuite, and our affiliates, partners, officers, employees, agents, consultants, licensors, co-branders or other collaborators (collectively, "Covered Persons"), for all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to your use of the SDK and Development Tools. You will indemnify, defend and hold Covered Persons harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, "Claims") that may arise from or are related to your use of the SDK and Development Tools or to the development, maintenance, use and contents of your Application, including but not limited to any infringement of any third-party proprietary rights. You will control the defense and settlement of any Claim that is subject to this indemnification, provided that we may at any time elect to take over control of the defense and settlement of any such Claim. In any event, you will not settle any such Claim without our prior written consent. If you are a California resident, you waive California Civil Code 1542.

MISCELLANEOUS

This Agreement will be construed as if both parties jointly wrote it. It shall be governed by the laws of British Columbia, Canada except for conflicts of laws principles. Any litigation arising under or relating to this Agreement must be brought exclusively in a court in Vancouver, British Columbia, and by accepting this Agreement you attorn to the jurisdiction of such court. You acknowledge and agree that this Agreement constitutes the entire agreement between you and us with respect to the subject matter hereof and any conflicting or additional terms in other documents or oral discussions are void. You may grant approvals, permissions and consents to us by email, but any modifications by you to this Agreement must be made in a writing (not including email) signed by both parties. We may refuse to execute any such writings in our sole discretion. Any notices to us must be sent to our corporate headquarters address as set forth on our website and is deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties’ intention, and remaining provisions of the Agreement will remain in full effect. Neither party may assign this Agreement without the prior express written permission of the other party. Notwithstanding the foregoing, your consent shall not be required for us to make an assignment or transfer (1) due to operation of law, or (2) to an entity that acquires substantially all of our stock, assets or business, or (3) to a related entity (e.g., parent or subsidiary of parent). You are not our legal partner or agent, but an independent contractor. A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.

Please contact us at app.review@hootsuite.com with any questions or concerns regarding definitions of terms, permissions, support, or the HootSuite App Directory in general.

To acknowledge your acceptance of the HootSuite Developer Program Terms of Service please follow the link below to submit the acceptance form.

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