HawkSoft Rater - Terms & Conditions
Terms and Conditions
If you are using the Service on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to you and that Organization.
The Service allows you to purchase and manage subscribed services available to you from HawkSoft. When accessing the Service, HawkSoft will query and upload data from your subscribed HawkSoft CMS database (the “Software”) that includes, but may not be limited to, your office location(s) and the user accounts, including login initials, names and contact information, you have created (the “Content”) to grant access to the Software. You retain ownership of your Content, but by uploading it onto the Service, you are granting HawkSoft, Inc. a license to use, copy, reproduce, process, adapt, publish, transmit, host and display that Content for the purpose of (i) providing you the Service and associated support; and (ii) analyzing and improving the operation of the Service.
We reserve the right to remove Content on the Service that violates our Acceptable Use Policy or these Terms or that we otherwise reasonably believe may create liability for HawkSoft, Inc.
- You must provide accurate information when you create your HawkSoft account.
- You must have an active subscription to use the Software.
- You are responsible for safeguarding the password and for all activities that occur under your account. You should notify HawkSoft immediately if you become aware of any breach of security or unauthorized use of your account.
- You may never use another user’s account without permission.
- You may not disassemble, decompile or reverse engineer the Service or attempt or assist anyone else to do so.
Use of HawkSoft Software
Use of Third Party Applications
We will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of your Content that are designed to protect the integrity of that Content and to guard against unauthorized or unlawful access to, use of, or processing of such Content.
You can terminate the Service at any time with a 30 day request. Requests to cancel the Service can be made from the License Management Portal, by email, or via written request. We reserve the right to suspend or end the Service at any time at our discretion and without notice. We may also terminate or suspend your access to the Service at any time if you are not complying with these Terms or if you are using the Service in a manner that we believe may cause us financial or legal liability.
HawkSoft's Intellectual Property Rights
The Service (excluding Content provided by users) constitutes HawkSoft’s intellectual property and will remain the exclusive property of HawkSoft and its licensors. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.
HawkSoft respects the intellectual property rights of others and we expect our users to do the same. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported to HawkSoft.
Modifications to the Service
The Service may be modified from time to time, often without prior notice to you. Your continued use of the Service constitutes your acceptance of such modifications. If you are not satisfied with a modification we make to the Service, your sole remedy is to terminate your use of the Service.
You agree to defend, indemnify and hold harmless HawkSoft and its licensee and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from your use of and access to the Service or the Software, or from or in connection with any Content uploaded to the Service through your account by a third party using your account with your knowledge or consent.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. HAWKSOFT IS NOT RESPONSIBLE FOR ANY THIRD PARTY CONTENT THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE SERVICE OR FOR ANY DAMAGE OR LOSS OF DATA THAT MAY RESULT. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATION OR SERVICE THAT PROVIDES ACCESS TO OUR SERVICE (E.G., ANY THIRD PARTY APPLICATION DEVELOPED USING HAWKSOFT’S API).
The Service is controlled, operated and hosted from within the U.S. We make no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own risk and are responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL HAWKSOFT, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR OTHER INTANGIBLE LOSSES THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT HAWKSOFT HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. HAWKSOFT’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE GREATER OF $100 OR THE AMOUNTS PAID BY YOU TO HAWKSOFT IN CONNECTION WITH YOUR USE OF THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.
*Informal Efforts - *You agree that prior to filing any claim against HawkSoft relating to or arising out of these Terms you will first contact us at email@example.com to provide us with an effort to resolve the issue in an informal manner.
Arbitration - If such dispute is not resolved to our mutual satisfaction within 30 days of submission, then either party may bring a formal claim, which claim shall be resolved through final and binding arbitration administered by the American Arbitration Association (“AAA”).
*Arbitration Procedures and Fees- *The AAA will administer arbitration proceedings under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. Arbitration will be held in Clackamas County, Oregon or in any other location we agree to. The AAA rules will govern payment of all arbitration fees. HawkSoft will pay all arbitration fees for claims less than $5,000. If you receive an arbitration award that is more favorable than any offer we make to resolve the claim, we will pay you $1,000 in addition to the award. HawkSoft will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
Exceptions to Agreement to Arbitrate - Either you or HawkSoft may assert a claim, if it qualifies, in small claims court in Clackamas County, Oregon. Nothing in this Section shall be deemed as preventing either party from seeking injunctive or other equitable relief from the courts as necessary to stop unauthorized use or abuse of the Service or intellectual property infringement (for example, trademark, trade secrets, copyright or patent rights) without first engaging in arbitration or the informal dispute resolution process.
No Class Actions - ALL CLAIMS MUST BE BROUGHT ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT ALLOWED.
Judicial Forum - In the event that the agreement to arbitrate is found not to apply to your claim, then you and HawkSoft agree that any judicial proceedings will be brought in the Clackamas County Circuit Court of the State of Oregon or, subject to applicable jurisdictional requirements, in the United States District Court for the District of Oregon, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to such venue.
These Terms will be governed by the laws of the State of Oregon, without regard to its conflict of laws principles.
In connection with providing you the Service HawkSoft may transfer, store and process your Content in the U.S. at facilities owned or maintained by HawkSoft or its agents. By using the Service you consent to this transfer, processing and storage of your Content.
Entire Agreement; Severability; Waiver
These Terms constitute the entire agreement between you and HawkSoft concerning the Service replace any prior or contemporaneous agreements, terms or conditions applicable to your use of the Service. If a provision of these Terms is found to be unenforceable, the remaining provisions of these Terms will remain in full force and effect and an enforceable term will be substituted reflecting as closely as possible our original intent. HawkSoft’s failure to enforce any provision of these Terms shall not be deemed a waiver of its right to do so later.
These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void.
You agree to receive all communications, agreement and notices with respect to the Service electronically including by e-mail, text, in-app notifications or by posting them on the HawkSoft website, www.hawksoft.com/terms/license-management-portal.
You further agree that any communication by the means defined above meets any legal requirement that such Communication be in writing.
We may provide you with legal notices and notices related to your account via email using the email address associated with your account. We may provide you with other marketing or business-related information, including information about Service updates or changes, via email.
Last Revision: July 20, 2017