APP DIRECTORY TERMS
Hootsuite App Directory Developer Agreement
Last Updated: November 15, 2017
1. Acceptance of TOS
By submitting your App to the App Directory, you will be deemed to have agreed to be bound by these terms of service and all referenced terms and policies (collectively, this "Agreement"). 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.
Please read this Agreement carefully. 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 right to use the App Directory.
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 Directory” means the online marketplace published at http://appdirectory.hootsuite.com/.
“App TOS” means terms of service governing an App.
“Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive Hootsuite brand features provided in connection with the App Directory.
“Data” means data stored or transmitted on or through the Hootsuite Platform by or on behalf of a User.
“Developer Website” means Hootsuite’s developer site located at http://hootsuite.com/developers/.
“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 https://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. App Submission and Review
3.1 Basic Requirements. To be included on the App Directory, your App must:
a) be approved by us;
b) fit within the general Hootsuite aesthetic, creating a consistent User experience
c) comply with our App Guidelines;
e) include a link to installation instructions and a URL for customer support.
3.2 App Submission and Review.
b) You must upload and submit certain documentation and promotional content (together, your “Content”) for use by us for the purpose of identifying, indexing, marketing, promoting and supporting the your App on App Directory. Your Content may include, but is not limited to, an icon, logo, name, description of your App, price, summary of features, screenshots, user guide, and links. Your Content must at all times be accurate and not misleading.
c) We have the right to review, accept and reject your App and any and all proposed developments to the App by you. After our initial review and approval of your App, we reserve the right to periodically conduct subsequent reviews. Any future updates to your App must also be brought to our attention for review before being added to the production version of the App. We reserve the right, in our sole discretion and for any reason at any time, to revoke our permission.
3.3 Design Requirements. To ensure your App works well within Hootsuite, and with other apps available on the App Directory, you should build your App within the constraints of Hootsuite's API and SDK using existing patterns and methods outlined, as well as our App Guidelines.
Apps must fit within Hootsuite’s streams and display all related content within these re-sizeable columns. 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.
3.4 Advertising. While this may change in the future, at this point we will not allow your App to display any sort of third party advertising.
4. Developer Obligations
4.1 You Are Solely Responsible for your App. You acknowledge that you are solely responsible, and that we have no responsibility or liability of any kind, for the content, development, installation, operation, hosting, sale, support or maintenance of your App, including, but not limited to, the integration of your App with the API and SDK and any other third party technology.
a) Contact Email. You are required to provide a prominently displayed email address in your App for Users to contact you with any questions or issues. You shall respond to such inquiries in a timely manner.
b) App TOS. If you offer your App for use by others outside your organization, you shall provide App TOS to which each User must affirmatively agree prior to the processing of an order for your App. Your App TOS must contain at least the following provisions protective of Hootsuite:
i) your App TOS will expressly provide that they are between you and the User and not Hootsuite; and
ii) Hootsuite is not responsible for providing your App and any related support, warranty, etc.
c) Service Level Agreement. You must provide support for your App on terms set out in a published service level agreement (SLA).
4.3 Compliance with Applicable Laws. Your App must comply with all applicable laws, rules and regulations.
4.4 Support. You must provide any and all required collaboration and support to Hootsuite and its designees to ensure that your App is functioning at all times. You must commit to providing support in resolving any technical or other issues related to your App’s interaction with the SDK, API or Hootsuite Platform within 24 hours of receipt of email (or other) notice to you. If we experience an unusual number of User complaints relating to your App, we may provide notice of such to you. We may suspend your App and therefore prevent Users from using the functionalities of the App until we are satisfied that you have implemented a satisfactory resolution of the underlying source of such complaints.
4.5 Security. You must:
a) take all appropriate virus precautions, and warrant that your networks, operating systems and software are properly configured to Internet industry standards, including but not limited to security standards; and
b) immediately report any security deficiencies you discover to us by emailing email@example.com.
4.6 Personal Information. Your App may allow you to collect Personal Information from and about Users. You must delete all Personal Information when it is no longer necessary for you and your App’s performance. At all times, your App must 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.
4.7 Storage of Data.
a) Caching Data. Where Data is cached, you should refresh the cache at least every 24 hours.
b) Secure Storage Measures. All Data should be stored, served and transited using strong encryption.
c) Delete at User Request. You must delete all Data you have collected from a User upon request by that User, and when the User de-authorizes 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.
d) Deletion at Termination. If your access to the App Directory is terminated for any reason, then you must permanently delete all Data and any other information that you stored, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.
e) No Other Storing. 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.
4.8 Prohibitions. You must ensure that your App:
a) does not violate or infringe the intellectual property rights of any third party;
b) does not include adult content, promote gambling or involve the sale of tobacco or alcohol to persons under 21 years of age, or is in our judgment, harassing, defamatory, abusive, lewd, obscene or is otherwise objectionable;
c) does not contain or introduce Malicious Software; and
d) is not designed or utilized for the purpose of spamming Users.
5.1 License from Hootsuite to You. Subject to the terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to market and sell your App through the App Directory.
5.2 License to Brand Features. We grant to you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to our Brand Features for the sole purpose of promoting your App in accordance with our Brand Guidelines (as they may be updated from time to time) and conditions below. This license may be revoked by us at any time.
You shall always ensure that you represent your App as your own and not an officially supported Hootsuite App. You can say that your App is integrated with Hootsuite or use names like “My App for Hootsuite”, but you can’t otherwise use any of our Brand Features as part of the name of your company, App, product, or service, or in any logo you create.
You must not modify our Brand Features or use, copy or imitate them in a confusing way, including suggesting sponsorship or endorsement by us, or in a way that confuses Hootsuite with another brand (including your own).If utilizing our API to support your App, you must feature a prominent notice noting your App is "not created by, affiliated with, or supported by Hootsuite Inc."
You may 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 thereto.
5.3 License from You to Hootsuite. You grant to us a non-exclusive, worldwide, fully paid-up, royalty-free 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;
b) link to and direct users to your App;
c) permit others to access, purchase and install your App through the App Directory;
d) use, reproduce, distribute, reformat, create excerpts from, promote, advertise, transmit, and publicly display and perform your Content (and any such excerpts) in any and all digital and other formats for promotional purposes in connection with the App Directory; and
e) use your name, App name(s) and associated logos (collectively, the “Developer Marks”) to refer to your App on the App Directory as a participant in the 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 to us.
5.4 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 the App Directory 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 the App Directory.
6. Monetizable Apps
6.1 Commercial Purposes. 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 list your Monetizable App on the App Directory, you must obtain our permission in writing as part of the App review process. If you are unsure whether your App is a Monetizable App, you should contact us at app.review@Hootsuite.com.
6.2 Revenue Share.
a) If approved by us, your Monetizable App will be listed on the App Directory at the approved list price. Upon listing of your App on the App Directory, you will be entitled to 70% of the total gross revenues generated by the sale of your App, net of sales tax, billing service fees, wire transfer fees, credit card charges, bad debt fees, refunds, and any other applicable processing fees and withholding taxes (the “Developer Revenue Share”) and we will be entitled to the remaining 30% of such revenues generated by the App.
b) The Developer Revenue Share earned 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 $25, such funds will remain in your Developer’s account and credited towards the next month’s Developer Revenue Share until the first subsequent month where the Revenue Share payable is greater than $25.
c) We reserve the right to modify the Developer Revenue Share upon 30 days’ notice to you.
d) App purchases will be recorded by us on your account via the Developer Website.
7. Intellectual Property Ownership
7.1 Hootsuite. As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (a) the App Directory; (b) the API and SDK; (c) the Hootsuite Platform; and (d) our Brand Features (collectively, the “Hootsuite Technology”). Except for the express licenses granted in this Agreement, we do not grant you any right, title, or interest in the Hootsuite Technology. You agree to take such actions as we may reasonably request to perfect our rights to the Hootsuite Technology.
7.2 Developer. Except to the extent your App contains any Hootsuite Technology and Data, Hootsuite claims no ownership of your App.
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 this Agreement 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.
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 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.
10. Developer Personal Information and Usage Data
10.2 Usage Data. We may also collect, use, process and store diagnostic and usage-related content from computers, mobile phones or other devices with respect to the use and access to the App Directory, the Developer Website or the materials licensed hereunder in order to: (a) maintain and improve the performance and integrity of the App Directory and the materials licensed hereunder, (b) understand which portions of the App Directory or the Developer Website are most commonly used and preferred by users and how users interact with the App Directory, the Developer Website or the materials licensed hereunder, (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.
11. Term and Termination
11.1 Term. The term (the “Term”) of this Agreement will commence on the date on which you agree to this Agreement and continue until terminated as set forth below.
11.2 Termination by You. You may terminate this Agreement by providing us with a written request to remove your App from the App Directory sent to firstname.lastname@example.org. We will have up to 90 days to do so, and this Agreement will be deemed terminated on the date your App is removed from the App Directory.
11.3 Termination by Us. We may terminate this Agreement and permanently or temporarily suspend your App at any time and for any reason, with or without notice, including without limitation breach of this Agreement by you or if we believe, in our sole discretion, that your App may negatively affect the Hootsuite Platform, Hootsuite or the Users.
11.4 Effect of Termination. Upon termination of this Agreement:
a) all rights and licenses granted to you will terminate immediately;
b) you will promptly destroy documentation and any other information in your possession or control that was received under this Agreement;
c) unless we agree otherwise in writing or as stated in this Agreement, you must permanently delete all Data and other information that you stored pursuant to the use of your App by Users. We may request that you certify in writing your compliance with this section; and
d) we will make commercially reasonable efforts to remove all references and links to your App from the Hootsuite Platform; provided, however, that we have no other obligation to delete copies of, references to, or links to your App.
12. Other Important Terms
12.1 Modifications of this Agreement.
a) Modification of this Agreement. We may change, add to or delete this Agreement or any portion thereof from time to time in our sole discretion.
b) Notice and Acceptance. If we make a material change to this Agreement, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO WITHDRAW YOUR APP FROM THE APP DIRECTORY AND TERMINATE THIS AGREEMENT. The most current version of this Agreement will be available on the Portal and will supersede all previous versions of this Agreement. THE CONTINUED AVAILABILITY OF YOUR APP ON THE APP DIRECTORY AFTER THE EFFECTIVE DATE OF CHANGES WILL BE DEEMED TO BE ACCEPTANCE OF SUCH CHANGES.
12.2 Your Legal Representations. You represent and warrant to us that, excluding Hootsuite Technology, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your App, and that use of your App by us and our 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.
12.3 Other Applicable Agreements. You and your App must also comply with the following, which are hereby incorporated by reference:
b) Hootsuite Terms of Service
13. Disclaimer of any Warranty and Limitation of Liability
13.1 Disclaimer of any Warranty. The App Directory and the other Hootsuite Technology licensed hereunder are provided on an "as is" and "as available" basis without any warranties or conditions of any kind. To the full extent permissible by applicable law, we hereby disclaim all representations, warranties or conditions of any kind, express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, title and non-infringement. YOU ACKNOWLEDGE THAT HOOTSUITE DOES NOT WARRANT THAT THE HOOTSUITE TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES HOOTSUITE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE HOOTSUITE TECHNOLOGY, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM HOOTSUITE OR THROUGH THE HOOTSUITE TECHNOLOGY OR THE DEVELOPER WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION 13.1 MAY NOT APPLY TO YOU.
13.2 Limitation of Liability. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL HOOTSUITE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR 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 THESE TOS 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.
14. Release and Indemnity
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) (collectively, "Claims") that may arise from or are related to your use of the App Directory, Data or Brand Features, Users’ use of your App, or violation of this Agreement, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such Claim.
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.
15.1 Governing Law and Jurisdiction. 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.
15.2 Severability. 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.
15.3 Language. 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.
15.4 Notice and Service of Process. We may send you notices via postings on the Developer Website or via the email address associated with your App. Hootsuite accepts service of process by mail or courier at the physical address set forth in Section 16.9 below. Any notices that you provide without compliance with this section shall have no legal effect.
15.5 Entire Agreement. This Agreement and any documents incorporated into this Agreement by reference, constitute the entire agreement between you and Hootsuite regarding 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.
15.6 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.
15.7 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 Inc. for any third party that assumes our rights and obligations under this Agreement.
15.8 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 email@example.com or by physical registered mail at:
5 East 8th Avenue
Canada V5T 1R6
Attention: General Counsel