DEV AND API TERMS
Hootsuite Developer Terms and API License Agreement
Last Updated: May 31, 2017
1. Acceptance of Terms
By accessing and using our API and SDK, you will be deemed to have agreed to be bound by these developer terms and API license agreement (this “Agreement”). Where we write "Hootsuite", "we", "us" or “our”, we mean Hootsuite Media Inc. and its affiliates. Where we write “you” or “your”, we mean the individual developer and the developer’s employer or principal.
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. You acknowledge that this Agreement is a contract between you and Hootsuite, even though it is electronic and is not physically signed by you and Hootsuite, and it governs your use of the API and SDK.
2. Key Definitions
“API” means the Application Programming Interface and associated API Documentation provided by Hootsuite and as updated from time to time. There may be more than one API, and in this Agreement the term is both singular and plural.
“API Documentation” means the documentation, data and information that we provide regarding the use of the API through the Developer Website.
"App" means any software application, website or product that you develop using the API or SDK.
“App TOS” means the terms provided by you governing the use of your App.
“App Directory” means the online marketplace published at http://appdirectory.hootsuite.com/.
“App Directory Developer Agreement” means the agreement with Hootsuite for submission and hosting of Apps on the App Directory located at https://hootsuite.com/legal/app-directory-terms.
"Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive Hootsuite brand features provided explicitly for use as part of the API and SDK.
“Data” means data stored or transmitted on or through the Hootsuite Platform by or on behalf of a User.
“Hootsuite Platform" means Hootsuite’s proprietary software as described at https://hootsuite.com/products.
“Hootsuite Terms of Service” means the software-as-a-service agreement published at https://hootsuite.com/legal/terms, the enterprise terms of service published at www.hootsuite.com/enterpriseterms, and/or other agreement governing the use of and access to the Hootsuite Platform.
“Malicious Code” means viruses, worms, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
"Personal Information" is any information pertaining to a directly or indirectly identifiable individual.
"SDK" means the Hootsuite Software Development Kit, including the documentation and endpoints, and all associated technologies, libraries, content, features, documentation, and any other materials, tools and systems.
“Supported Platform(s)” means the social networking site(s) supported by the Hootsuite Platform, including Twitter, Facebook, LinkedIn, Google +, Instagram and other social networking sites described at www.hootsuite.com.
“Third-Party Services” means online, web-based applications or services (including the Supported Platforms) and offline software products that are developed by third parties, and may interoperate with the Hootsuite Platform.
"User" means a Hootsuite Platform user.
Other capitalized terms not defined in this Section will have the meaning given to them elsewhere in this Agreement.
3. Developer Registration
In order to access the API and SDK, you are required to register and provide accurate user identification with a password ("Registration Information") and to inform us immediately of any updates or other changes to such information. For certain uses, you may be provided and required to use confidential security keys or identifiers ("API Key(s)"). You must 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. Unless otherwise set forth in the Hootsuite Terms of Service, we reserve the right to refuse registration of, or cancel, any and all API Keys attributed by us to you at our sole discretion.
4. License and Developer Obligations
4.1License to API and SDK
During the Term, subject to the terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable license to the API and SDK to develop, test, use and support the interaction of your App with the Hootsuite Platform.
You must also comply with all applicable laws, rules and regulations, as well as:
- the Hootsuite Terms of Service;
- If you offer your App outside your organization through the App Directory, the Hootsuite App Directory Developer Agreement; and
- all restrictions and policies implemented by us from time to time with respect to the API or SDK as set forth in the API Documentation and SDK documentation or as otherwise communicated to you.
In the event of any conflict between this Agreement and the above documents, the Hootsuite Terms of Service control your use of the API and SDK.
4.2 Non-Permitted Uses
The following is a non-exhaustive list of non-permitted uses of the API and SDK:
- attempting to exceed or circumvent limitations on access, calls and use of the API set out in the API Documentation, or otherwise using the API or SDK in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement or the API Documentation. If you would like to use the API beyond the limits, you must obtain our express consent (and we may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use);
- using the API or SDK in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy or rights of personality, or in any manner inconsistent with this Agreement or other Hootsuite agreements to which you are subject;
- creating an App that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or is in our judgment, harassing, defamatory, abusive, lewd, obscene or otherwise objectionable;
- using undocumented methods or features;
- engaging in frame-breaking behavior;
- redirecting Users in a misleading manner;
- sending unsolicited messages to Users from your App in breach of applicable law; provided that this will not restrict you from lawfully corresponding with Users directly regarding updates and upgrades to your App and other product support-related matters;
- reverse engineering or otherwise deriving source code, trade secrets or know-how in the API or SDK;
- interfering in any manner with the proper workings of the API or SDK, or creating or distributing an App that adversely affects the Hootsuite Platform;
- selling, renting, leasing, sublicensing, distributing, redistributing, syndicating, or otherwise providing access to, in whole or in part, the API or SDK to any third party except as expressly permitted;
- using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the API or SDK;
- transmitting or uploading any Malicious Software to the API, SDK or the Hootsuite Platform;
- using the API or SDK or other users’ API credentials and keys 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);
- substantially replicating products or services offered by us, including, without limitation, functions or clients on platforms (such as iOS or Android) where we offer our own client or function; and
- monitoring the availability, performance, or functionality of any of the API or the Hootsuite Platform or for any similar benchmarking purposes.
4.4 Your App Responsibilities
You acknowledge that you are solely responsible, and that we have no responsibility or liability of any kind, for the content, development, operation, sale, performance, security, hosting, user interface, support and maintenance of your App.
4.5 Third-Party Services
The API and SDK may utilize or include certain Third-Party Services (including Supported Platforms). Your use of the API and SDK, including all Third-Party Services accessible via the API, is governed by the applicable Third-Party Services terms and conditions, which you must comply with. If a Third-Party Services provider requires us to remove its software from the API or SDK due to violation of applicable law or third-party rights, you agree to cooperate with us to ensure its removal from your and the Users’ systems.
4.6 License to Brand Features
During the Term, subject to the terms and conditions of this Agreement, our Brand Guidelines and our Marketing and Communications Guide for New Developers, we grant to you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license to the Brand Features (as they may be updated from time to time) solely for attributing the source of the API or SDK and the marketing of your App. You must not use the Brand Features in a way that suggests your App is created by, affiliated with, or endorsed by us. You must not copy, modify, imitate or use our Brand Features in a confusing way, including suggesting sponsorship, endorsement or false association with Hootsuite. You must 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 our Brand Features (in whole or part) or that is confusingly similar to them. Finally, you must not use or imitate any Hootsuite slogan or tagline.
4.7 License from You to Hootsuite
During the Term, and except as otherwise agreed in the Hootsuite Terms of Service, you grant to us a non-exclusive, sublicensable, transferable, worldwide, fully paid-up, royalty-free license to use your name, App name(s) and associated logos (collectively, the “Developer Marks”) to refer to you as a participant in our Developer Program on our website, in press releases and in other marketing materials. Any use of your Developer Marks will be in accordance with your reasonable trademark usage policies if such policies are communicated in writing to us.
4.8 Your Feedback
You hereby grant to us a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the Hootsuite Platform and/or the API or SDK any feedback, comments, suggestions, ideas, description of processes or other information that you may provide to us from time to time about or in connection with the Hootsuite Platform and/or the API or SDK.
5. Security and Personal Information
5.1 Configuration of your Systems
You must take all appropriate virus precautions, and warrant that your networks, operating systems and software (your “Systems”) are properly configured to Internet industry standards, including but not limited to security standards. You must not architect or select your Systems in a manner to avoid the foregoing obligation.
5.2 Reporting Security Deficiencies
You must promptly report any security deficiencies in, or intrusions into, your Systems to us in writing via email to email@example.com or other contact information posted on the Developer Website. This includes any unauthorized access, use, disclosure or destruction of Data. You must work with us to immediately correct any security deficiency, and must immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving your App, the API, the SDK or the Data, you will make no public statements (e.g., press, blogs, social media, bulletin boards, etc.) regarding such deficiencies or intrusions without prior written and express permission from us in each instance.
5.3 Personal Information
5.4 Storage of Data
- Caching Data. Where Data is cached, you should refresh the cache at least every 24 hours.
- Secure Storage Measures. All Data should be stored, served and transited using strong encryption.
- Delete at User Request. You must delete all Data you have collected from a User upon request by that User, and when the User deauthorizes your App or closes his, her or its account with you. The restrictions of this Section do not apply to Data that Users also provide directly to you and that is separately entered or uploaded to you by the user of your App.
- Deletion at Termination. If we terminate your use of the API for any reason, and except as otherwise agreed in the Hootsuite Terms of Service, then you must permanently delete all Data and any other information that you stored pursuant to your use of the API and SDK, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.
- No Other Storing. Except as otherwise agreed in the Hootsuite Terms of Service, you may not copy or store any Data or capture or store any information expressed by the Data (such as hashed or transferred data), except to the extent permitted by this Agreement.
5.5 Usage Data
We may collect, use, process and store diagnostic and usage with respect to the use and access to your App, the Developer Website or the Hootsuite Materials (defined below in Section 6). This may include, but is not limited to, IP addresses and other information like internet service, location, the type of browser and modules that are used and/or accessed (the “Usage Data”). You agree that we may process the Usage Data to create and compile anonymized, aggregated datasets and/or statistics about apps, the Hootsuite Materials and the Developer Website in order to: (a) maintain and improve the performance and integrity of the Hootsuite Materials and the Developer Website, (b) understand which portions of the Hootsuite Materials and the Developer Website are most commonly used and preferred by users and how users interact with those resources, (c) identify the types of services that may require additional maintenance or support, and (d) comply with all regulatory, legislative, and/or contractual requirements, provided in each case that such aggregated datasets and statistics will not enable you or any living individual to be identified.
6. Intellectual Property Ownership
As between you and us, we own all rights, title and interest, including all intellectual property rights, in and to:
- the API and SDK;
- the Hootsuite Platform; and
- our Brand Features,
(collectively, the “Hootsuite Materials”).
Except for the express licenses granted in this Agreement, we do not grant you any right, title or interest in the Hootsuite Materials. You agree to take such actions as we may reasonably request to perfect our rights to the Hootsuite Materials.
Except to the extent your App contains materials embodied in or associated with the Hootsuite Materials, Hootsuite claims no ownership or control over your App.
7. Monitoring and Enforcement
You agree that we may monitor or audit your App or activities relating to your access to our API and 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 this Agreement or that you have engaged in fraudulent activity, we may take any and all steps that we consider appropriate, including warning, investigating, terminating or suspending your rights under this Agreement. This is in addition to any other available remedies we may seek such as specific performance, injunction and legal costs.
Except as otherwise agreed in the Hootsuite Terms of Service, we charge no fees for access to certain of our APIs and the SDK, but we reserve the right to introduce fees in the future.
9.1 Access and Modification to the API, SDK and this Agreement
- Modification to the API/SDK. We may update, change, add to or delete from or modify the API and SDK from time to time in our sole discretion. Updates and modifications may affect your integration with the API or your App and may require you to make changes to your API integration or your App at your own cost to continue to be compatible with, or interface with, the API or SDK. We may also impose limits on certain features and services or restrict your access to some or all of the API and SDK that in our sole discretion that may negatively affect the Hootsuite Platform or our ability to provide our service.
- Modification of this Agreement. We may change, add to, or delete from this Agreement or any portion thereof from time to time in our sole discretion.
- Notice and Acceptance. If we make a material change to the API, the SDK or this Agreement, we will post the amended terms on the Developer Website. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE ALL USE OF THE API AND SDK AND TERMINATE THIS AGREEMENT. YOUR USE OF THE API, SDK, AND YOUR APP AFTER THE EFFECTIVE DATE OF CHANGES WILL BE DEEMED TO BE ACCEPTANCE OF SUCH CHANGES.
You acknowledge and agree that we are or may in the future offer products or services that are similar to your App, and nothing will prevent us from doing so.
11. Term and Termination
Except as otherwise agreed in the Hootsuite Terms of Service, the term (the “Term”) of this Agreement will commence on the date upon which you begin using the API or SDK and will continue until terminated as set forth herein.
11.2 Termination by You
You may terminate this Agreement by discontinuing use of the API and SDK and sending us a notice of termination or delisting your App from the App Directory (if applicable).
11.3 Suspension & Termination by Us
The licenses granted hereunder are dependent on your compliance with this Agreement. Except as otherwise agreed in the Hootsuite Terms of Service, WE RESERVE THE RIGHT TO TERMINATE THIS AGREEMENT OR SUSPEND OR DISCONTINUE YOUR ACCESS TO THE API or SDK, OR ANY PORTION OR FEATURE THEREOF, FOR ANY OR NO REASON, AND AT ANY TIME WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU, including if we believe that your use may negatively affect our services or our ability to provide our services. If you do not accept that situation, simply do not access the API and SDK and do not produce an App.
11.4 Effect of Termination
Upon termination of this Agreement:
- all rights and licenses granted to you will terminate immediately;
- you must promptly delete and remove all calls to the API and SDK from your App and from any other web pages, scripts, widgets,and other software in your possession or under your control;
- you must promptly destroy and remove from all computers, hard drives, networks and other storage media all copies of the API, SDK, Brand Features, as well as (except as otherwise agreed in the Hootsuite Terms of Service) Personal Information and/or any other data which you stored pursuant to your use of the API and SDK;
- you must promptly destroy the API Documentation and any other Hootsuite information in your possession or control that was received under this Agreement; and
- upon request you will promptly certify in writing to Hootsuite that such actions have been taken.
The following Sections of this Agreement will survive any termination: 4.8 (Your Feedback); 5.3 (Personal Information); 5.4 (Storage of Data); 5.5 (Usage Data); 6 (Intellectual Property Ownership); 11.4 (Effect of Termination); 12 (Legal Representations); 13 (Disclaimer of Warranty, Limitation of Liability, Indemnity); and 14 (Miscellaneous).
12. Legal Representations
You represent and warrant to Hootsuite that, excluding Hootsuite Materials, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your App, and that use of your App by Hootsuite and its Users will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your App is made available and any applicable export laws.
13. Disclaimer of Any Warranty, Limitation of Liability and Indemnity
13.1 No Warranties
THE HOOTSUITE MATERIALS AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND HOOTSUITE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT HOOTSUITE DOES NOT WARRANT THAT THE HOOTSUITE MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE HOOTSUITE MATERIALS, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM HOOTSUITE OR THROUGH THE DEVELOPER WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
13.2 Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL HOOTSUITE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, OR LOST DATA, OR (B) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, $500 U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, HOOTSUITE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
To the maximum extent permitted by applicable law, you agree to release, defend, hold harmless and indemnify Hootsuite, and its affiliates, officers, agents, employees, and suppliers, from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) of any kind and nature (collectively, "Claims") that may arise from or are related to your or Users’ use of your App, the API, SDK or Data, use of Brand Features, or violation of this Agreement. In such a case, we will provide you with written notice of such Claim.
You may 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.
14.1 Governing Law and Jurisdiction
This Agreement will 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.
If any provision of this Agreement is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this Agreement will not be affected in any way.
Where Hootsuite has provided you with a translation of the English language version of this Agreement or any document referenced in this Agreement, you agree that the translation is provided for your convenience only and that the English language versions of any such document will control.
14.4 Notice and Service of Process
We may send you notices via postings on the Developer Website or provided in your Registration Information. Hootsuite accepts service of process by mail or courier at the physical address set forth in Section 14.9 below. Any notices that you provide without compliance with this section shall have no legal effect.
14.5 Entire Agreement
This Agreement, and any other agreements and documents incorporated into this Agreement by reference, constitute the entire agreement between you and Hootsuite regarding the the API and SDK and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement.
14.6 No Informal Waivers, Agreements, or Representations
Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any Hootsuite affiliate shall be deemed legally binding on any Hootsuite affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Hootsuite.
14.7 Injunctive Relief
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Developer Website or any Hootsuite APIs, or other material used or displayed through the Hootsuite Developer Website or the Hootsuite Platform.
14.8 Assignment and Delegation
You may not assign or delegate any rights or obligations under this Agreement, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Hootsuite Media Inc. for any third party that assumes our rights and obligations under this Agreement.
14.9 How to Contact Us
If you have questions or comments about this Agreement, or wish to make use of our Hootsuite API in any way not permitted by this Agreement, please contact us via email at firstname.lastname@example.org, email@example.com or by physical registered mail at:
Hootsuite Media Inc.
5 East 8th Avenue
Canada V5T 1R6
Attention: General Counsel