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Terms and Conditions
HawkSoft Text Messaging

Carefully read the following terms and conditions ("Terms"). It creates a legally binding agreement between you ("Licensee") and HawkSoft, Inc. ("HawkSoft"). It contains very important information about your rights and obligations, as well as limitations and exclusions that apply to your use of the HawkSoft Text Messaging (the "Service"). Your continued use of the Service constitutes acceptance of these 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.

If you do not agree to all of the terms, do not proceed to use the Service.

Content

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, and names and contact information that you have created (the “Content”) to grant access to the Software. You retain ownership of your Content. By using the Service, you may be uploading your Content onto the Service. You are granting HawkSoft a license to use, copy, reproduce, process, adapt, publish, transmit, host, analyze, and/or 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.

HawkSoft reserves the right to remove your Content on the Service, at will. HawkSoft will automatically remove your Content if it violates our Acceptable Use Policy, these Terms, or concerns that we otherwise reasonably believe may create liability for HawkSoft.

Obligations

  • 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 Software, or attempt or assist anyone else to do so.

Use of HawkSoft Software

To use this Service, you must be currently subscribed and in good standing to use the Software. The Software may update data to the Service and receive data from the Service automatically. The Software is designed for use on specific desktop and/or mobile operating systems and requires a compatible system for use. Terms of Use of the Software are governed by the Agreement that you executed with HawkSoft.

Acceptable Use of Service

The Service may be used by Licensee in its internal business operations only. Licensee agrees to not use the Service for marketing or sales purposes. In addition to the stipulations herein, Licensee agrees to also abide by state and federal laws and the Acceptable Use Policy described in Schedule 2, Section 8 Marketing and Spam of the HawkSoft Agreement Terms & Conditions.

If HawkSoft determines that your usage of the Service is so excessive that it could interfere with our ability to provide timely, high-quality service to other customers, you will be notified of additional service charges for your continued use of the Service. Additionally, if HawkSoft determines that your usage is not consistent with the terms of these terms and conditions, then HawkSoft may in its discretion suspend, modify, or terminate the Service without advance notice.

Use of Third-Party Applications

If you elect to utilize any third-party application in connection with your use of the Service, by doing so you are consenting to your Content being shared with such third-party application. To understand how such third-party application provider utilizes your Content and other information, you should review their privacy policy. HawkSoft is not liable for the use or misuse of your Content by third-party applications.

Security

HawkSoft will use industry standard 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.

Termination

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. HawkSoft reserves the right to suspend or end the Service at any time at our discretion and without notice. HawkSoft 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 HawkSoft believes may cause us financial or legal liability.

Intellectual Property Rights

The Service (excluding Content provided by users) constitutes HawkSoft’s intellectual property and will remain the exclusive property of HawkSoft. Any feedback, comments, or suggestions you may provide regarding the Service is entirely voluntary. HawkSoft will be free to use such feedback, comments, or suggestions as desired 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 HawkSoft makes to the Service, your sole remedy is to terminate your use of the Service.

Indemnification

You agree to defend, indemnify, and hold harmless HawkSoft, its licensee and licensors, HawkSoft's 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 application using your account with or without your knowledge or consent.

No Warranty

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 SIX (6) MONTH PERIOD PRIOR TO THE CLAIM GIVING RISE TO SUCH LIABILITY.

Dispute Resolution

*Informal Efforts - *You agree that prior to filing any claim against HawkSoft relating to or arising out of these Terms and Conditions, you will first contact us at webmaster@hawksoft.com to provide us with an opportunity 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.

Governing Law

These Terms will be governed by the laws of the State of Oregon, without regard to its conflict of laws principles.

Data Transfer, Processing, and Storage

In connection with providing you the Service, HawkSoft may transfer, process, or store 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 and 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.

Assignment

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.

Communication

You agree to receive all communications, agreement, and notices with respect to the Service electronically including by email, text, in-app notifications or by posting them on the HawkSoft website, www.hawksoft.com/terms.

You further agree that any communication by the means defined above meets any legal requirement that such communication be in writing.

Notices

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: May 18, 2018