Last modified: July 18, 2020

Thanks for choosing to develop on the Hootsuite Platform. The Hootsuite APIs enable developers to create innovative business applications that make the best use of the Hootsuite Platform, while respecting users’ choice and control over their data. When you develop on the Hootsuite Platform, you are agreeing to be bound by the following terms, so please read them carefully.

By developing on the Hootsuite Platform, you are agreeing to enter into a legally binding contract (this “Agreement”) with Hootsuite Inc. (“Hootsuite”). If you are developing on the Hootsuite Platform on behalf of another entity, that other entity will be bound by this Agreement and you represent and warrant that you have the legal authority to bind that entity.

1. Key Definitions

API Documentation” means the technical documentation, usage guidelines, call volume limits and other documentation maintained and updated from time to time at Hootsuite’s Developer Website or as otherwise made available to you.

Application” means any software application, website and/or product that you develop using the Hootsuite APIs.

Application Content” means any data or information that your Application transmits to the Hootsuite APIs, but specifically excludes Content.

Application Revenue” means revenues actually collected by Hootsuite from Hootsuite Users who purchase your Application from the Hootsuite App Directory, net of wire transfer fees, credit card charges, bad debt fees, refunds, and any other applicable processing fees and sales and withholding taxes.

Brand Features” means trade names, trademarks, service marks, logos, domain names and any other distinctive brand features that one party makes available to the other party.

Content” means any data or information made available to you through the Hootsuite APIs or by any other means authorized by Hootsuite, and any copies and derivative works thereof. Content includes without limitation (a) data generated by or relating to Hootsuite Users within the Hootsuite Platform, (b) data retrieved by Hootsuite on behalf of Hootsuite Users from Third-Party Services (such as social networks), and made available to you via the Hootsuite APIs, and (c) any Hootsuite User account information (e.g., name, email, address, etc.) made available to you by Hootsuite.

Hootsuite APIs” means one or more programmatic web application programming interfaces, software development kits, software and other functionality, and their associated tools, that Hootsuite makes available to you, as updated from time to time.

Hootsuite App Directory” means Hootsuite’s online directory and marketplace for applications, accessible through the Hootsuite Platform and at https://apps.hootsuite.com/.

Hootsuite Materials” means the Hootsuite APIs (including all elements, components, and executables of the Hootsuite APIs), the Content, the API Documentation, the Hootsuite App Directory, the Hootsuite Platform and Hootsuite’s Brand Features.

Hootsuite Platform" means Hootsuite.com, Hootsuite-branded applications, Hootsuite Amplify and other Hootsuite-related sites, applications, communications, services and related technology.

Hootsuite User” means a user of the Hootsuite Platform.

Third-Party Services” means online services and offline software products not provided by Hootsuite that interoperate with the Hootsuite Platform. Third-Party Services include the social networks supported by the Hootsuite Platform, such as Facebook, Instagram, Twitter, etc.

2. Access to the Hootsuite APIs

  1. 2.1 Licenses.

    1. Hootsuite’s License to You. Subject to your compliance with this Agreement, Hootsuite grants you a limited, non-exclusive, non-transferable, revocable license during the Term to access the Hootsuite APIs, API Documentation and Content only as necessary to develop, test and support an integration of your Application with the Hootsuite Platform. The Hootsuite APIs are currently provided for free, but Hootsuite reserves the right in its sole discretion to charge for the Hootsuite APIs in the future.

    2. Your License to Hootsuite. During the Term, you grant to Hootsuite a paid-up, royalty-free, non-exclusive, worldwide, irrevocable (except as set forth in the termination provisions hereof) right and license to (i) use, perform, and display your Application and Application Content in connection with the Hootsuite Platform and for purposes of marketing, demonstrating, and answering inquiries, (ii) transfer Application Content to Third-Party Services, when directed to do so by a Hootsuite User, and (iii) link to and direct Hootsuite Users to your Application.

  2. 2.2 Ground Rules. Your license to access the Hootsuite APIs, API Documentation and Content is limited and subject to compliance with the following requirements.

    1. Use of Content. Protecting Content is critically important to Hootsuite. You have no independent rights to any Content and are responsible for implementing good data stewardship practices. In accordance with this, you must:

      1. not access any Content without first obtaining the consent of the Hootsuite User to which that Content relates;

      2. only use a Hootsuite User’s Content on behalf of that Hootsuite User (i.e., only to provide services to that Hootsuite User and not for your own purposes or another entity's purposes);

      3. obtain consent from Hootsuite Users before publishing content on their behalf;

      4. not transfer, rent, sell, release, disclose, disseminate, or otherwise make available any Content, directly or indirectly, to any third party, except to (x) the Hootsuite User to which the Content relates, (y) other service providers of the Hootsuite User to which the Content relates, only if you have obtained the prior written consent of that Hootsuite User, or (z) to your service providers who need that Content to provide services to your Application, only if you have entered into a contract with those service providers requiring them to only access the Content to provide services to your Application and to comply with terms at least as restrictive as those provided herein;

      5. not use any Content to build or augment individual user profiles or identities;

      6. not use Content in any manner that directly or indirectly facilitates government surveillance;

      7. only store Content for as long as reasonably necessary for your business purposes;

      8. if you cache Content, refresh the cache at least every 24 hours; and

      9. delete all of a Hootsuite User’s Content that you have received from Hootsuite within 30 days of (x) the applicable Hootsuite User or Hootsuite asking you to do so, or (y) the applicable Hootsuite User deauthorizing your Application or otherwise closing its account with you, and, if Hootsuite asked you to delete a Hootsuite User’s Content, promptly provide confirmation to Hootsuite that this has been completed.

    2. Restrictions on Content Originating from Third-Party Services. The Content made available to you through the Hootsuite APIs includes data retrieved by Hootsuite on behalf of Hootsuite Users from Third-Party Services, such as social networks. Your access to and use of any Content originating from a Third-Party Service is subject to any and all additional terms and conditions required by the applicable Third-Party Service, many of which are extensive. For example (but without limitation), your use of:

      1. any Content that originated from Facebook is subject to Facebook’s Platform Policy

      2. any Content that originated from Instagram is subject to Instagram’s Platform Policy

      3. any Content that originated from Twitter is subject to Twitter’s Developer Agreement and Policy

      THE FOREGOING LIST IS NOT INTENDED TO BE EXHAUSTIVE. IT IS YOUR RESPONSIBILITY TO IDENTIFY WHICH CONTENT ORIGINATES FROM A THIRD-PARTY SERVICE, AND TO ENSURE THAT YOUR ACCESS TO AND USE OF THAT CONTENT IS IN COMPLIANCE WITH THIS SECTION AND ALL TERMS AND CONDITIONS REQUIRED BY THE APPLICABLE THIRD-PARTY SERVICE.

      If a Third-Party Service (such as a social network) requires Hootsuite to remove Content from the Hootsuite APIs, you agree to cooperate with Hootsuite to ensure that any affected Content is removed from your and your end users’ systems within any deadline communicated by Hootsuite, and promptly provide confirmation to Hootsuite that this has been completed.

    3. User Experience. Every Application must be useful, appropriate and provide a generally good user experience. In accordance with this, you must:

      1. if you offer your Application for use outside of your organization, supply and maintain valid and accurate contact information to users of your Application for customer support and legal purposes, and respond to any user inquiries in a timely manner;

      2. not confuse, deceive, defraud, mislead or spam anyone;

      3. not display any advertisements within the Hootsuite Platform;

      4. not remove any legal, copyright, trademark or other proprietary rights notices contained in any Content, the API Documentation or any other materials you receive from Hootsuite;

      5. not transmit Application Content to Hootsuite that is violent, pornographic or that a reasonable person would consider inappropriate; and

      6. not use the Hootsuite APIs or Content for any illegal purposes, in any manner that would breach any laws or regulations regarding privacy or data protection or otherwise violate the rights of third parties or expose Hootsuite or Hootsuite Users to legal liability.

    4. Security. Hootsuite takes the security of data very seriously. In accordance with this, you must:

      1. not degrade or compromise the security of the Hootsuite APIs or Hootsuite Platform in any way;

      2. ensure that all Content is encrypted in transit and at rest using up-to-date industry-standard encryption protocols;

      3. store all Content in a manner that enables you to identify, segregate and selectively delete it;

      4. properly configure and maintain your networks, operating systems and the software of your web servers, databases and computer systems to securely operate your Application and process Content;

      5. not transmit any viruses or other code that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or Content in connection with the Hootsuite APIs or Hootsuite Platform;

      6. keep any Hootsuite API keys or other access credentials private, use them only as permitted and maintain a documented process for recovery from terminated employees;

      7. follow the user authentication method described in the API Documentation;

      8. never collect usernames or passwords of Hootsuite Users; and

      9. not use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Hootsuite APIs or Content.

    5. Respect Hootsuite’s Business. In using the Hootsuite APIs and Content, developers must respect Hootsuite’s business and operate in accordance with acceptable standards of business conduct. In accordance with this, you must:

      1. not substantially replicate products or services offered by Hootsuite;

      2. not interfere with or disrupt the Hootsuite APIs or the Hootsuite Platform;

      3. not attempt to exceed or circumvent limitations on access, calls and use of the Hootsuite APIs, or otherwise use the Hootsuite APIs or Content in any manner that, in Hootsuite’s sole discretion, constitutes excessive or abusive usage;

      4. not obtain, display or use more Content than is minimally required by your Application;

      5. keep your Hootsuite account details accurate and up-to-date;

      6. not charge your Application users incremental fees for access to Content;

      7. not sell, rent, lease, sublicense, redistribute or syndicate access to any Hootsuite APIs or Content;

      8. not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of the Hootsuite APIs or Hootsuite Platform; and

      9. not make any statements or display the Hootsuite Brand Features in any way that violates applicable law, expresses or implies that you or your Application is sponsored or endorsed by Hootsuite, or is otherwise considered objectionable to Hootsuite, in Hootsuite’s sole discretion.

    6. Terms of Service and Privacy. If you offer your Application for use outside of your organization, you must maintain terms of service and a privacy policy for your Application, and prominently identify or locate your terms of service and privacy policy where users download or access your Application. You must comply with your terms of service and privacy policy. Your privacy policy must (i) meet applicable legal standards, (ii) describe in clear, understandable and accurate terms how your Application collects, uses, stores and shares data, as well as what control users have over their data, including a right to access and delete their data, and (iii) provide a method for users to make inquiries about your privacy policy.

    7. Data Protection. If you process personal data (as that term is defined under the European Union General Data Protection Regulation, Regulation (EU) 2016/679) originating in the European Economic Area or the United Kingdom, you agree that the Hootsuite Developer Data Processing Addendum will govern such processing and is expressly incorporated by reference herein.

    8. Other Obligations. You acknowledge that Hootsuite has Self-Serve Terms of Service, Enterprise Terms of Service, Acceptable Use Rules and a Privacy Policy with Hootsuite Users, pursuant to which Hootsuite makes the Hootsuite Platform available to Hootsuite Users, and you agree that your use of the Hootsuite APIs and Content, and your Application, will not contravene those terms.

  3. 2.3 Compliance.

    1. Reporting. In the event of any actual or suspected security incident relating to your use of the Hootsuite APIs, your Application or Content that may, directly or indirectly, impact Hootsuite, the Hootsuite Platform, or any Hootsuite Users: (i) you must notify Hootsuite via email at security@hootsuite.com without undue delay, and in any event within 24 hours after becoming aware of the security incident; (ii) you must work with Hootsuite to immediately correct any security deficiency and provide Hootsuite with any information requested in connection with Hootsuite’s investigation of the security incident; and (iii) you must not make any public statements regarding any such security incident without Hootsuite’s prior written consent.

    2. Monitoring. Hootsuite may monitor your Application and your use of the Hootsuite APIs, Content and, if applicable, the Hootsuite App Directory for any purpose, including to improve the Hootsuite Platform, examine commercial use and ensure your compliance with this Agreement.

    3. Audits. Hootsuite may also audit your practices relating to this Agreement and your Application to ensure it does not violate this Agreement. You agree that you will cooperate with inquiries related to such an audit and provide Hootsuite with proof that you and your application comply with this Agreement. If requested by Hootsuite, you must complete questionnaires relating to your privacy and security practices.

  4. 2.4 Your Account Information. Hootsuite collects information about you (such as your name and email address) for the purposes of communicating with you, managing your Application in the Hootsuite App Directory (if applicable) and managing this Agreement. If you have questions about how Hootsuite uses your information, please review our Privacy Policy or feel free to contact privacy@hootsuite.com.

  5. 2.5 Updates. Hootsuite may at any time and from time to time modify or release subsequent versions of the Hootsuite APIs and require that you use those subsequent versions. Unless Hootsuite releases a new version of the Hootsuite APIs for security or legal reasons, you will have a reasonable amount of notice (as determined by Hootsuite) to migrate to subsequent versions of the Hootsuite APIs. You acknowledge that once Hootsuite releases a subsequent version of the Hootsuite APIs, the prior version of the Hootsuite APIs may stop working at any time or may no longer work in the same manner. Your continued use of the Hootsuite APIs following a subsequent release will be deemed your acceptance of modifications.

  6. 2.6 Confidentiality. You may be given access to certain non-public information, software and/or specifications relating to the Hootsuite Materials (“Confidential Information”), which is confidential and proprietary to Hootsuite. You may use Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any Confidential Information to any third party without Hootsuite’s prior written consent. You agree that you will protect Confidential Information from unauthorized use, access or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care. Upon termination or expiry of this Agreement, you will promptly destroy any Confidential Information or copies of Confidential Information in your possession or control.

3. Listing in the Hootsuite App Directory

If your Application is listed in the Hootsuite App Directory at any time during the Term, the following additional terms and conditions apply to you.

  1. 3.1 Approval of Application. In order to list your Application in the Hootsuite App Directory, you must submit your Application for review and approval by Hootsuite by following the process described on the Developer Website. Once your Application is listed in the Hootsuite App Directory, you must also submit any material updates to your Application for review and approval by Hootsuite prior to reflecting those updates in the production version of your Application. Hootsuite may, in its sole discretion and for any or no reason, (a) approve or reject your Application for listing in the Hootsuite App Directory, (b) approve or reject any material change to your Application, or (c) revoke any previously granted approval, or otherwise remove your Application from the Hootsuite App Directory.

  2. 3.2 License. Subject to the continuing approval by Hootsuite of your Application as provided in Section 3.1 and your compliance with this Agreement, you may distribute your Application through the Hootsuite App Directory. During the Term, you grant to Hootsuite a paid-up, royalty-free, non-exclusive, worldwide, irrevocable (except as set forth in the termination provisions hereof) right and license to (a) reproduce, perform, display, and use your Application for administrative and demonstration purposes in connection with the operation, improvement and marketing of the Hootsuite App Directory, and (b) distribute your Application through the Hootsuite App Directory.

  3. 3.3 Responsibility for Application. You acknowledge that you are solely responsible, and that Hootsuite has no responsibility or liability of any kind, for the content, development, installation, operation, hosting, sale, support or maintenance of your Application, including the Application Content.

  4. 3.4 Cooperation. You must promptly provide any support reasonably requested by Hootsuite to resolve any technical or other issues related to your Application’s functionality or your use of the Hootsuite Materials.

  5. 3.5 Paid Applications. If you wish to charge Hootsuite Users to purchase your Application from the Hootsuite App Directory, you must specify this as a part of the application review process described above. If approved by Hootsuite, your Application will be listed on the Hootsuite App Directory at the approved price and purchases of your Application will be recorded by Hootsuite on your account via the Developer Website. You will be entitled to 70% (the “Developer Revenue Share”) of the Application Revenue and Hootsuite will be entitled to the remainder of the Application Revenue. Hootsuite reserves the right to modify the Developer Revenue Share upon 30 days’ notice to you. The Developer Revenue Share earned by you will be aggregated on a calendar month basis and paid to you within 45 days of the end of each calendar month. If the Developer Revenue Share owed to you in any given month is less than US$25, such Developer Revenue Share will be added to the next month’s Developer Revenue Share until the first subsequent month where the Developer Revenue Share payable is greater than US$25.

4. Brand Use

  1. 4.1 Hootsuite Brand Use. Subject to your compliance with this Agreement and Hootsuite’s Brand Guidelines, Hootsuite grants you a limited, non-exclusive, non-assignable, non-sublicensable and non-transferable license during the Term to display the Hootsuite Brand Features within your Application and to promote or advertise your integration of the Hootsuite APIs in your Application and, if applicable, the listing of your Application in the Hootsuite App Directory. Any goodwill in the Hootsuite Brand Features resulting from your use will inure solely to Hootsuite.

  2. 4.2 Developer Brand Use. You grant Hootsuite a limited, non-exclusive, non-assignable, non-sublicensable and non-transferable license during the Term to display the Developer Brand Features to promote or advertise your use of the Hootsuite Materials. Any goodwill in the Developer Brand Features resulting from Hootsuite’s use will inure solely to you. Hootsuite may, without your consent, publicly refer to you, orally or in writing, in connection with your use of the Hootsuite Materials. Hootsuite may also publish your name and logo (with or without a link to your Application) on the Hootsuite Platform, in press releases, and in promotional materials without additional consent, notice or compensation to you.

5. Ownership

  1. 5.1 Intellectual Property. As between you and Hootsuite, (a) Hootsuite owns all right, title, and interest, including all intellectual property rights, in and to the Hootsuite Materials, and (b) subject to the foregoing, you own all right, title, and interest, including all intellectual property rights, in and to the Application, the Application Content and the Developer Brand Features. All rights not expressly granted in this Agreement are withheld.

  2. 5.2 Feedback. If you provide Hootsuite with any feedback regarding the Hootsuite Materials, you hereby grant Hootsuite an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback for any purpose without any obligation or compensation to you.

6. Term

  1. 6.1 Term and Termination. This Agreement commences on the date that you agree to its terms and will continue until terminated as set forth herein (the “Term”). Hootsuite may terminate this Agreement or suspend or terminate your use of all or any of the Hootsuite Materials (a) immediately, if a Third-Party Service requires us to do so or if Hootsuite believes, in Hootsuite’s sole discretion, that you have violated this Agreement or that any use of the Hootsuite Materials by you is not in the best interests of Hootsuite or Hootsuite Users, or (b) with 30 days’ prior written notice to you, for any or no reason. You may terminate this Agreement at any time by ceasing all use of the Hootsuite APIs and closing your developer account with Hootsuite.

  2. 6.2 Effect of Termination. Upon termination of this Agreement, (a) all licenses granted herein immediately terminate and you must cease all use of the Hootsuite Materials, and (b) you shall permanently delete all Content and Hootsuite Brand Features in all forms and types of media, and copies thereof, in your possession. Upon request, you will certify in writing to Hootsuite that these actions have been taken. Sections 1, 2.2, 2.3, 2.6, 5, 6.2, 7 and 8 will survive the termination of this Agreement.

7. Representations, Warranties and Liability

  1. 7.1 Developer Representations and Warranties. You represent, warrant and covenant that (a) you have validly entered into this Agreement and have the legal power to do so, (b) you have and will continue to have all rights necessary to use, reproduce, transmit, copy, publicly display, publicly perform and distribute your Application and Application Content as contemplated by this Agreement, and (c) use of your Application, Application Content and Brand Features by Hootsuite and Hootsuite Users will not violate (i) the rights of any third party, (ii) any copyright, trademark, service mark, trade secret, or patent, or (iii) any applicable regulation or law.

  2. 7.2 Hootsuite Warranty Disclaimer. HOOTSUITE PROVIDES THE HOOTSUITE MATERIALS ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND AND HOOTSUITE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE AND/OR NON-INFRINGEMENT. HOOTSUITE DOES NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE HOOTSUITE MATERIALS ARE FREE OF ERRORS, BUGS OR INTERRUPTIONS, OR THAT THE CONTENT IS ACCURATE, COMPLETE OR OTHERWISE VALID. HOOTSUITE DOES NOT CONTROL OR VET USER-GENERATED CONTENT OR CONTENT ORIGINATING FROM THIRD-PARTY SERVICES.

  3. 7.3 Limitation of Liability. HOOTSUITE'S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED US$50. IN NO EVENT WILL HOOTSUITE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. THE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL APPLY REGARDLESS OF WHETHER LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITY SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

  4. 7.4 Indemnity. You will defend, hold harmless, and indemnify Hootsuite, and its affiliates, officers, agents, employees, and suppliers (including any applicable Third-Party Services) (each, a “Hootsuite Indemnified Party”) from and against any and all loss, liability, and expense (including reasonable attorneys' fees) suffered or incurred by reason of any claims, proceedings or suits, to the extent resulting from, alleged to have resulted from, or in connection with (a) any breach by you of this Agreement (including Section 7.1), (b) your or your users’ use of your Application or the Hootsuite Materials, (c) the violation of any copyright, trademark, service mark, trade secret, or patent by your Application, any Application Content, any other data or information provided by you to Hootsuite, or the Developer Brand Features; or (d) your failure to comply with or violation of any applicable law or regulation, including privacy and data protection laws. You will be solely responsible for defending any such claim, subject to the right of any Hootsuite Indemnified Party to participate with counsel it selects, and you will not agree to any settlement that imposes any obligation or liability on a Hootsuite Indemnified Party without the prior written consent of the applicable Hootsuite Indemnified Party.

8. General

  1. 8.1 Governing Law and Disputes. This Agreement shall be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein, without giving effect to any conflict of law principles. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by confidential, binding arbitration before a single arbitrator in Vancouver, British Columbia under the Arbitration Act (British Columbia), and will follow the Domestic Commercial Arbitration Rules of the British Columbia International Commercial Arbitration Centre. Any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction. You and Hootsuite hereby expressly waive trial by jury. You may bring claims only on your own behalf, and unless Hootsuite agrees, the arbitrator may not consolidate more than one person's claims. Notwithstanding the foregoing, you agree that money damages would be an inadequate remedy for Hootsuite in the event of a breach or threatened breach of this Agreement, and that in the event of such a breach or threat, Hootsuite shall be entitled to seek equitable relief, including in the form of injunctions and orders for specific performance (or an equivalent type of urgent legal relief), in any court of competent jurisdiction.

  2. 8.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter, and supersedes all prior agreements, proposals or representations, written or oral. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.

  3. 8.3 Updates to this Agreement. Hootsuite reserves the right to modify, supplement, or replace any provisions of this Agreement, effective prospectively upon posting on the Developer Website or otherwise notifying you. For example, Hootsuite may present a banner on the Developer Website when it has amended this Agreement so that you may access and review the changes prior to your continued use of the Hootsuite APIs. If you do not want to agree to changes to this Agreement, you can terminate this Agreement at any time as provided herein. The most current version of this Agreement can be reviewed on the Developer Website.

  4. 8.4 Independent Contractors; Competition. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party acknowledges that the other party may be independently creating applications, content and other products or services that may be similar to or competitive with those of the other party and nothing in this Agreement will be construed as restricting or preventing each party from creating and fully exploiting such applications, content and other items without any obligations to the other party.

  5. 8.5 Assignment. You may not assign or delegate any of your rights or obligations under this Agreement without Hootsuite’s prior written consent. Any change of control transaction (including by merger, acquisition, corporate reorganization, or sale of all or substantially all assets) is deemed to be an assignment of your rights and obligations under this Agreement, unless it relates solely to an internal reorganization by you. Any purported assignment or delegation by you in violation of this section is void. Hootsuite may freely assign or delegate all or any of its rights and obligations under this Agreement without notice to you.

  6. 8.6 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party granting the waiver.

  7. 8.7 Notices. Hootsuite may notify you via postings on the Developer Website or via the email address associated with your Application or developer account. Any legal notices in connection with this Agreement must be sent to Hootsuite at Hootsuite Inc., Attn: Legal Department, 5 East 8th Avenue, Vancouver, BC, V5T 1R6, Canada.