HawkSoft API - Terms & Conditions
HawkSoft API Terms and Conditions
This is a binding agreement ("Agreement") between you and, if applicable, your company, organization or other legal entity for whom you have authority to enter into this Agreement ("Developer"), on the one hand, and HawkSoft, Inc. ("HawkSoft", "Provider") on the other, for use of HawkSoft's Application Programming Interfaces ("API", "APIs") that enable Developer to provide additional functionality for customers of HawkSoft products or to integrate access to certain HawkSoft products or data with Developer's product offerings. By accessing the APIs, Developer and/or their agents, employees, officers, partners, and/or subcontractors acknowledge and affirm their acceptance of this Agreement.
1.1 Offering Integration; API Documentation. During the term of this Agreement, Developer may use the APIs to provide capabilities or integrations that leverage, enhance, or support one or more of HawkSoft Platform ("HawkSoft Platform") offerings into additional functionality, products, websites, and/or services that may be offered by Developer ("Developer's Products"), subject to the terms and conditions of this Agreement. HawkSoft may make available to Developer the HawkSoft API and any corresponding reference materials (including documentation, libraries, sample code, and API updates and changes) and source code, which may be amended or revised by HawkSoft at any time ("HawkSoft API Documentation"), for use for such purposes during the term of this Agreement.
1.2. Developer Information and Consent. Developer shall provide HawkSoft with Developer's contact information and hereby consents to HawkSoft sharing such information with any User (defined below) or prospective User of HawkSoft's Platform or Developer's Products. Developer shall update the contact information, as needed, such that HawkSoft always has current contact information for the Developer. By entering into this Agreement, Developer consents to receiving phone calls, emails, texts or any other type of messages from HawkSoft to inform it of changes or additions to HawkSoft's Platform, this Agreement, the APIs or the API Documentation and any other matter related to the foregoing and for general marketing purposes. Developer may unsubscribe from marketing messages at any time, but not transactional messages. HawkSoft may, but is not obligated to, monitor or record any telephone conversations and chat texts for quality control purposes, for purposes of training employees, for HawkSoft's own protection and dispute resolution; and, Developer acknowledges such and consents thereto.
1.3 User Terms and Conditions. Developer acknowledges and agrees that users of Developer's Products ("Users") must be HawkSoft active account holders of HawkSoft's Platform in order to access, integrate, and/or use such API through the Developer's Products. Developer further acknowledges and agrees that all Users' access and use of the HawkSoft Platform is subject, in all respects, to the HawkSoft User Agreement ("User Agreement"). Developer hereby agrees to either: (i) require all Users to agree to the User Agreements prior to permitting such users to access the HawkSoft Platform through the Developer's Products; or (ii) only provide access to HawkSoft Platform in a manner that requires Users to register with HawkSoft directly and accept the User Agreements. Developer further agrees that, to the extent Developer uses HawkSoft Platform on its own behalf or on behalf of its customers, Developer's use shall be subject to the User Agreements in all respects. Developer agrees that it may use the APIs to add or update only customers that have been obtained by the User using permission-based standards that meet standards described in the User Agreements. The "User Agreements" are defined as HawkSoft's website Agreement Terms and Conditions, Privacy Statement, and any other acceptable use policy, content restrictions, user agreements, and other terms and conditions governing use of the HawkSoft Platform, generally available through the HawkSoft websites, as each of the foregoing may be amended by HawkSoft from time to time at its sole discretion.
1.5 Responsibility for Developer's Products. Developer is solely responsible for the Developer's Products and HawkSoft shall have no liability or obligations with respect to the same, including support obligations. Developer represents, warrants and covenants that Developer has and will at all times maintain the right to possess, use and provide to third-parties all Developer's Products provided by Developer hereunder and that the Developer's Products (and any other materials provided to HawkSoft or Users) do not infringe the intellectual property or other rights of any third parties or contain viruses, worms, malware or any other harmful scripts or code. Developer agrees to provide support for Developer's Products. Developer shall ensure that all Developer's Products that access the HawkSoft Platform comply with all applicable laws and regulations. Developer agrees to place the following notice prominently in Developer's Products: "This product uses the HawkSoft API but may not be endorsed or certified by HawkSoft."
1.6 API Fees. API is available to the Developer for an annual fee of $3000, which must be paid in advance of any access to or use of the API. Annual fee may be waived with prior written consent from HawkSoft.
2.1 License. HawkSoft hereby grants to Developer a revocable, non-exclusive, non-transferable, limited license to use and integrate the APIs with the Developer's Products for the sole purpose of developing the integration to the Developer's Products and allowing access to the HawkSoft Platform via the Developer's Products. Once integrated into the Developer's Products, access to the APIs may then be distributed to the Users as an integrated part of the Developer's Products.
Developer grants to HawkSoft a non-exclusive, non-transferable, royalty-free license to Developer's Products for testing purposes as long as Developer's Products are available through the HawkSoft Platform.
2.2 Responsibilities; Restrictions. Developer shall implement the APIs in accordance with the API Documentation. Developer may not access the APIs if Developer is a competitor of HawkSoft, as determined by HawkSoft at its reasonable discretion, or to replicate or attempt to replicate the essential user experience of the HawkSoft Platform. Except as expressly provided herein, Developer has no other right to install, integrate, use, reproduce, sublicense or distribute the APIs. Developer shall not: (i) modify, reverse engineer, decompile, or otherwise alter or attempt to gain access to the APIs or the HawkSoft Platform in a manner not in accordance with this Agreement, (ii) use or enable its customers to use the APIs for the purposes of testing or comparison of the HawkSoft Platform or for any purpose that is competitive with the HawkSoft Platform, or (iii) perform bulk operations with APIs that are designed for single contact operations or perform single contact operations with APIs that are designed for performing bulk operations. Developer agrees to protect the security and confidentiality of any credentials and API keys disclosed by HawkSoft hereunder.
2.3 Ownership; No Other Licenses. The APIs contained in the Developer's Products shall remain the sole and exclusive intellectual property of HawkSoft. Developer shall reasonably assist HawkSoft in protecting such ownership. No other licenses or rights in any of HawkSoft's intellectual property are granted hereunder. For example, and without limitation, no rights are granted, except with written approval from HawkSoft, to use HawkSoft's logos or trademarks; provided, however that Developer may refer to the names of the HawkSoft Platform solely for the purpose of describing the Developer's Products.
2.4 Right to Developer's Products, APIs, and Marks. Developer hereby grants to HawkSoft a non-exclusive, royalty-free, and perpetual license to use of Developer's Products, APIs, and Developer's name and logo for the purpose of disclosing that Developer's Products are using the APIs and available in HawkSoft Marketplace.
2.5 Proprietary Materials. Proprietary Materials means materials to be delivered by one party to the other, or used by a party in connection with the delivery of their respective services, or for the performance of obligations hereunder. Proprietary Materials includes HawkSoft customer data uploaded or accessed in connection with Developer's Products.
2.6 Proprietary Rights. Proprietary Rights means any and all rights, whether registered or unregistered, in and with respect to patents, copyrights, confidential information, know-how, trade secrets, contract or licensing rights, confidential and proprietary information protected under contract or otherwise under law, trade names, domain names, trade dress, logos, trademarks, service marks, and other similar rights or interests in intellectual or commercial property. All Proprietary Rights remain with Proprietary Materials.
Developer acknowledges that Developer's right to use and demonstrate the HawkSoft Platform hereunder is non-exclusive, and that HawkSoft reserves the right to sell and distribute any of its services to any customers in the world, and to appoint any third party to do so, without giving Developer notice thereof and without incurring any liability to Developer therefore. Unless otherwise mutually agreed upon in writing, (i) HawkSoft reserves the right to develop and extend its products and capabilities without regard to whether those products compete with or invalidate any of Developer's Products, (ii) HawkSoft may contact directly any User for the purpose of marketing and selling the HawkSoft Platform, and (iii) in the event that such User elects to purchase the HawkSoft Platform, HawkSoft shall have no obligation to Developer with respect to such transaction.
4.1 Indemnification. Developer shall defend, indemnify and hold HawkSoft and its underlying service providers, business partners, third-party suppliers and providers, members of its network, account providers, licensors, officers, directors, employees, distributors and agents harmless from and against any lawsuit, claim, damage, liability, or expense (including reasonable attorneys' fees) incurred by HawkSoft as a result of any third-party claim against HawkSoft resulting from or relating to the Developer's Products, Developer's use of the APIs, HawkSoft's use of the Developer's marks, the content on Developer's website, Developer's unauthorized marketing, promotion, use or distribution of the HawkSoft Platform or API, Developer's failure to abide by the applicable terms of the User Agreement, Developer's breach of this Agreement, or the infringement or misappropriation of any patent, copyright, trademark, or other intellectual property right of any third party.
4.2 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL HAWKSOFT OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD PARTY SUPPLIERS AND PROVIDERS AND MEMBERS OF ITS NETWORK, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "HAWKSOFT") BE LIABLE TO DEVELOPER OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF HAWKSOFT SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY; AND, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF HAWKSOFT TO DEVELOPER ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO $100.
Developer agrees that HawkSoft has made the APIs available and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.
4.3 Disclaimer. DEVELOPER EXPRESSLY AGREES THAT THE APIS AND HAWKSOFT PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE APIS OR HAWKSOFT PLATFORM AND ANY RELIANCE BY DEVELOPER UPON THE APIS OR HAWKSOFT PLATFORM, INCLUDING ANY ACTION TAKEN BY DEVELOPER BECAUSE OF SUCH USE OR RELIANCE, IS AT DEVELOPER'S SOLE RISK. HAWKSOFT DOES NOT WARRANT THAT THE USE OF THE APIS OR HAWKSOFT PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES HAWKSOFT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. HAWKSOFT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM HAWKSOFT IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. HAWKSOFT MAY MODIFY OR TERMINATE OR RESTRICT ACCESS TO THE APIS AT ANY TIME WITHOUT NOTICE.
HAWKSOFT SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR DEVELOPER'S COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND CONDITIONS OF OR WITH ANY THIRD PARTIES OR THIRD PARTY SERVICES.
NO CLAIM MAY BE ASSERTED BY DEVELOPER AGAINST HAWKSOFT MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION ACCRUES UNDERLYING SUCH CLAIM. DEVELOPER'S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE APIS OR THE PRODUCTS SHALL BE FOR HAWKSOFT TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE APIS OR THE PRODUCTS.
Developer may terminate this Agreement at any time by ceasing to provide Developer's Products and sending a confirmatory e-mail to the Integrations Coordinator (email@example.com).
Unless otherwise mutually agreed upon in writing, HawkSoft may terminate this Agreement and/or disable Developer's ability to provide Developer's Products via the APIs, in each case at any time with or without cause, upon e-mail notice to the current address provided by Developer. HawkSoft shall have no liability to Developer or any third party because of such termination or action. This Agreement terminates automatically if Developer breaches any term of this Agreement. The following provisions shall survive expiration or termination of this Agreement: Sections 1 (Enabling Access; Developer Obligations), 3 (Non-Exclusivity), 4 (Indemnification; Limitation of Liability; Disclaimer), 5 (Term; Termination) and 7 (Miscellaneous).
Developer hereby warrants that Developer is not a Restricted Person. For purposes of this Agreement, Developer is a Restricted Person if Developer or any officer, director, or controlling shareholder of Developer is (i) a national of or an entity existing under the laws of any country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (ii) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (iii) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (iv) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (v) owned, controlled, or acting on behalf of a Restricted Person.
If Developer becomes a Restricted Person during the term of this Agreement, Developer shall notify HawkSoft (firstname.lastname@example.org) within twenty-four (24) hours, and HawkSoft shall have the right to terminate any further obligations to Developer, effective immediately and with no further liability to Developer, but without prejudice to Developer's outstanding obligations to HawkSoft. Developer agrees that Developer shall not utilize the Developer's Products to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. Developer may not remove or export from the United States or allow the export or re-export of the HawkSoft Platform or API, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
7.1 Full Force and Effect. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
7.2 Entire Agreement. HawkSoft and Developer agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties regarding the matters herein and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that this Agreement may be amended from time to time by HawkSoft with or without advance notice to Developer. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy. This agreement does not impair, amend or modify any other agreement the parties may have previously, contemporaneously or hereafter enter into in connection with services and products provided to, for or with HawkSoft's underlying customer products and services.
7.3 Assignment. Developer may not assign any of its rights hereunder. HawkSoft may assign all rights to any other individual or entity at its sole discretion.
7.4 Third Party Beneficiaries. HawkSoft's underlying service providers, business partners, third-party suppliers and providers, members of its network, account providers, licensors, officers, directors, employees, distributors and agents are expressly made third party beneficiaries of this Agreement. Except as set forth in the immediately preceding sentence, nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective permitted successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.
7.5 Titles. The titles of the paragraphs of this Agreement are for convenience only and have no legal or contractual effect.
7.6 No Agency. Except as expressly set forth herein or pursuant to a separate, signed written agreement delineating such, no agency, partnership, joint venture, or employment is created as a result of this Agreement, and Developer does not have any authority of any kind to bind HawkSoft in any respect whatsoever.
7.7 Attorney Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.
7.8 Authority. Developer represents that Developer has the full power, capacity and authority to accept this Agreement. If Developer is accepting on behalf of its employer or another entity, Developer represents that it has full legal authority to bind its employer or such entity to this Agreement.
7.9 Governing Law and Legal Actions. This Agreement shall be governed by the laws of the State of Oregon, USA and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the State of Oregon, in each case, without regard to its choice or law or conflict of laws' provisions. All legal actions in connection with this Agreement shall be brought in the state or federal courts located in Portland, Oregon.
7.10 Notices. Developer agrees that HawkSoft may provide notice to Developer by emailing such notice to the email address listed by Developer during Developer's registration. Such notice shall be considered to be received by Developer within 24 hours of the time it is emailed to Developer unless HawkSoft received notice that it was not delivered. Any notice to HawkSoft must be sent by Developer to email@example.com or by postal mail to: HawkSoft, Inc., Attention: Integrations, 1230 SE 3rd Ave, Canby, Oregon 97013.
7.11 Equitable Relief. Developer agrees that any violation or threatened violation of this Agreement may cause irreparable injury to HawkSoft, entitling HawkSoft to obtain injunctive or other equitable relief in addition to all legal remedies.
Last Revision: October 25, 2018