CO Hootsuite Media Inc.
Hootsuite™ 5 East 8th Avenue, Vancouver BC, Canada. V5T 458 Phone: 1-604-681-4668 | Fax: 1-888-412-0295
Authorization Form Prepared For: Quote #: Q-183801-7
City of Santa Monica Date: 8/9/2016
1685 Main St Expires 9/30/2016
Santa Monica, CA Prices quoted in USD
United States 90401 Account Executive: Karolina Nowak
Email: [email protected]
Item Qty Terms Annual Total
(months) Unit Price Price
Hootsuite Enterprise Standard Package Includes: 1 24.00 USD USD - 10 Hootsuite Enterprise seats 30,147.00 60,294.00
- 20 streams of Hootsuite Insights
- Hootsuite Campaigns
- 2 Vanity URLs
- App directory access
- Access to expert product training sessions
- 1 web-based strategy training session
- 1 Advanced Social Media Strategy (ASMS) course enrollment Hootsuite Enterprise Social Relationship Platform 15 24.00 USD USD 640.20 19,206.00
TOTAL PRICE USD
79,500.00
Customer: City of Santa Monica illing Schedule Annually Contact Name: Constance Farrell ayment Terms Payments are due within 30 Phone: (310) 458-8301 days of invoice date
Company URL: smgov.net
Customer Billing Address: 1685 Main St Start of Initial Term: 8/10/2016 Santa Monica, CA 90401 End of Initial Term: 8/9/2018
United States
Billing Contact Name: Constance Farrell Additional Terms:
Billing Contact Phone (310) 458-8301
Primary Contact Email: [email protected]
Billing Contact Email: [email protected]
By signing this Authorization Form, you agree to: (a) purchase the products and services pursuant to the terms and fees set forth herein; and (b) pay the Total Price (and applicable sales and use taxes) and authorize Hootsuite to submit invoices for such payment.
This Authorization Form is subject to the terms and conditions in the Hootsuite SAAS Agreement between City of Santa Monica and Hootsuite (the 'Terms'), including renewal provisions, if any.
ATTEST:
Denise Onasdo Warren
APPROVED AS TO FORM:
HOOTSUITE MEAN: O
MARSHA JONES MOUTRIE
City Attorney
Name: LIAM SURRIDGE
HOOTSUITE SAAS AGREEMENT "Supported Platform(s)" means the social networking supported by Services, including Twitter,
This agreement ("Agreement") is made and entered as of
Facebook, Linkedin, and other social networking sites as the Effective Date (as defined herein) by and between
described via the website www.hootsuite.com.
Hootsuite Media Inc., a Canadian corporation, with offices at 5 - East 8t Avenue, Vancouver, British Columbia, V5T "Taxes" means all taxes, assessments, charges, fees, and 1R6, CANADA ("Hootsuite"), and City of Santa Monica, levies that may be levied or based upon the sale or license with offices at 1685 Main St., Santa Monica, CA 90401 of goods and/or services, as the case may be, including all United States ("Customer"), and (Customer and Hootsuite sales, use, goods and services, value added, and excise may each be referred to as a "Party" and collectively custom duties, and assessments together with any referred to as the "Parties"). installments with respect thereto, and any interest, fines, penalties with respect thereto,
1. Definitions. governmental authority (including federal, state, provincial, municipal, and foreign governmental authorities).
"Affiliate" means a person or entity that owns, is owned by, or is under common control with a Party, and "control" in Hootsuite Services. this definition means that a person or entity owns more than 50% of the equity interest of any entity and/or has Services. During the Term (as defined herein), the ability to control the management of such entity. subject to the terms and conditions of this Agreement and the applicable Schedule for such Services, and solely for "Authorization Form" means document issued by Customer's internal business purposes, Hootsuite and executed or otherwise agreed upon by make the Services available to Customer in accordance authorized representatives of the Customer which specifies, with an applicable Authorization Form. among other things and as applicable, a description of the Services, the Fees, the number of Seats and/or units 2.2 Customer Affiliates. Each Customer Affiliate that purchased, and any other details specifically related to the wishes to have a separate account or to be billed Services. separately for its use of the Services shall enter into a separate Authorization Form substantially in the form of the "Authorized Users" means individuals who are authorized initial Authorization Form, which incorporates the terms of by Customer to use the Services with varying levels of this Agreement by reference. control and access specified by Customer and who have
been supplied identifications and passwords by Functionalities.
Customer. Authorized Users may include the employees, acknowledges that from time to time Hootsuite may apply consultants, contractors, agents, or other designees of updates to any of the Services and that such updates may Customer and its Affiliates, but shall not include any result in changes in the appearance and/or functionality of employee or agent of any Hootsuite competitor. such Services (including the addition, modification, or removal of functionality, features, or content). Excluding "Customer Content" means all information and data the addition of wholly new products, Hootsuite will provide, (including text, images, photos, videos, audio, implement, configure, install, support, and maintain at its documents) or any other content in any media and format own cost any and all updates, upgrades, enhancements, provided or made available to Hootsuite by or on behalf of releases, corrections, bug fixes, patches, Customer in relation to the use of the Services.
"Customer Information" means all information and data "Updates"). Customer acknowledges that such submitted to Hootsuite by or on behalf of Customer in may interoperate with several Supported Platforms, and the and that such Services are highly dependent on the availability connection with creation management of
Customer's account for the Services, but excluding of such Supported Platforms. If at any time any Supported Platforms cease to make their features or programs
Customer Content.
available to Hootsuite on reasonable terms, Hootsuite may "Documentation" means the user guides, documentation, cease to provide access to such features or programs to and help and training materials provided by Hootsuite, as Customer without entitling Customer to refund, credit, or updated from time to time. other compensation.
"Mentions" means the information, including links, posts, Acceptable Use. Customer shall:
and excerpts, that has been made publicly available and be responsible for Authorized Users' compliance
obtained by Hootsuite on Customer's behalf from the
derived therefrom, including reports, with this Agreement; summaries, graphs, and charts. (ii) be solely responsible for the accuracy, quality, "Seat" means a single subscription associated with a single integrity, and legality of Customer Content and of log-in to Service, assigned by Customer to one the means by which it acquired or generated Authorized User. Customer Content;
(iii) use commercially reasonable efforts to prevent
ordered by Customer under an Authorization unauthorized access to or use of the Services, made available by Hootsuite, as may be described in the including keeping passwords and user names Documentation, but expressly excluding any Third-Party confidential and not permitting any third party to Services (as defined herein). access or use its or any of its Authorized Users' user names, passwords, or account for the
"Service Start Date" means, for each Authorization Form, Services; the earlier of (i) the date set forth on the Authorization Form and (ii) the first date on which Customer is granted (iv) be solely responsible and liable for all activity to the Services purchased pursuant to the conducted through its account in connection with access
Authorization Form. the Services;
1 (v) promptly notify Hootsuite if Customer becomes Customer agrees that Hootsuite may temporarily suspend aware of or reasonably suspects any security its access to the Services for a violation of this Section 2.4 breach, including any loss, theft, or unauthorized or for any abusive practices that degrade the performance disclosure or use of Customer's (or any Authorized
User's) user name, password, or account; customers. Examples of abusive practices include tracking singular high-frequency
(vi) use, or otherwise access in connection "the" and using the Services for redistribution, syndication, Customer's use thereof, the Services only
accordance with applicable laws and government
Mentions. Customer understands that by using the
Services it may be exposed to third-party content,
(vii) comply in all respects with all applicable terms of information, and
Third-Party Services that it accesses
offensive, harmful, inaccurate, or otherwise inappropriate. subscribes to, including the Twitter Terms of creates the content of the Mentions, Service published at www.twitter.com/tos, Mentions shall not be considered "Customer Content" under Facebook Statement of Rights and Responsibilities
any circumstances. Hootsuite has no obligation to preview, published at www.facebook.com/legal/terms, and verify, flag, modify, filter, or remove any Mentions, even if the LinkedIn User Agreement published requested to do so, although Hootsuite may do so in its www.linkedin.com/legal/user-agreement, or agrempubished applicable. Customer's sole risk, and Hootsuite shall not be liable to Customer must not: Customer or any third party in relation to Mentions. (a) make the Services available to anyone other than Agency. If Customer operates as an agency (an its Authorized Users; "Agency Customer"), Agency Customer shall contractually bind its Clients to the terms of this Agreement and Agency (b) except as expressly provided herein, allow more Customer will be liable for any breach of this Agreement by than one individual Authorized User to use a Seat its Clients. In addition, as an Agency Customer, Agency (if applicable); Customer represents and warrants that (i) it has obtained or otherwise transfer its Seats to all necessary authorizations, consents, and licenses from each Client to bind such Client to this Agreement (including each Authorization Form) and act as such Client's agent (d) use the Services to store or transmit any content, and, more particularly, it has obtained all necessary approvals for the use and subscription to the Services by, infringing, defamatory, threatening, harmful, or and on behalf of, such Client; and ii) all of Agency Customer's actions related to this Agreement will be within content that may violate intellectual property, the scope of Agency Customer's agency with its Clients. privacy, rights of publicity, or other laws, or send Agency Customer will defend, indemnify, and hold harmless spam or other unsolicited messages in violation of Hootsuite from all damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from Agency Customer's breach of this Section 2.6.
(e) upload to, or transmit from, the Services any data, file, software, or link that contains or redirects to a Third-Party Products and Services. Customer Trojan horse, worm, or other harmful acknowledges that the Services may enable or assist it to access, interact with, and/or purchase services from
Supported Platforms and other third parties via third-party (f) attempt to reverse engineer, de-compile, hack, websites or applications (collectively, the "Third-Party disable, interfere with, disassemble, modify, copy, Services"). When Customer accesses the Third-Party or disrupt the features, functionality, Services, it will do so at its own risk. Any use of Third-Party integrity, or performance of the Services or the Services is governed solely by the terms and conditions of Supported Platforms (including any such Third-Party Services (and Customer shall comply with used to restrict or control the functionality of the all such terms and conditions), and any contract entered Services or the Supported Platforms), any third- into, or any transaction completed via any Third-Party use of the Services or the Supported Services, is between Customer and the relevant third party, Platforms, or any third-party data contained therein and not Hootsuite. Hootsuite makes no representation and shall have no liability or obligation whatsoever in relation to prohibited by applicable law); the content or use of, or correspondence with, any such (g) attempt to gain unauthorized access to the Third-Party Services or any contract entered into and any Services, the Supported Platforms, or related transactions completed and any contract entered into by systems or networks or to defeat, avoid, bypass, Customer with any such third party. Without limiting the remove, deactivate, or otherwise circumvent any generality of the foregoing, if Customer is subscribing to:
software protection or monitoring mechanisms of (i) any Global Relay compliance services, Customer is the Services or the Supported Platforms; expressly agreeing to the Global Relay Service Terms and (h) access the Services in order to build a similar or http://www.globalrelay.com/policies/terms-and-conditions; competitive product or service or copy any ideas, or ii) any Nexgate services, Customer is expressly agreeing features, functions, or graphics of the Services or to the Nexgate Product Terms of Use published at the Supported Platforms; or http://nexgate.com/terms-of-use/hootsuite/.
Customer acknowledges and agrees that, if Customer or an (i) authorize, permit, or encourage any third party to Authorized User installs or enables a Third-Party Service, do any of the above. Customer grants Hootsuite permission to allow the provider 2 of such Third-Party Service to access its Customer Content Policy"), or as may be required by law. Notwithstanding the and Customer Information solely to the extent required for foregoing, Hootsuite retains the authority to remove any the interoperation of the Third-Party Service with the Customer Content uploaded that it deems in violation of Services or as Customer may otherwise authorize or direct. this Agreement, in its sole discretion.
Non-Exclusivity. Customer acknowledges that the 4. Fees and Payment. rights granted to it under this Agreement
Authorization Form are non-exclusive and that nothing in described ins. Astone til orm fees essa. this Agreement or any Authorization Form will be
interpreted or construed to prohibit or in any way restrict 4.2 Invoicing. Hootsuite shall invoice Customer for the Hootsuite's right to license, sell, or otherwise make Fees in the currency set forth on the applicable available the Services to any third party or perform any Authorization Form. Unless otherwise stated on the services for any third party. Authorization Form, all invoices shall be payable within 30 Intellectual Property. days of the invoice date. Any disputed amounts shall not affect payment of non-disputed amounts. Customer shall
3.1 ›ervices. As between customer and Hootsuite make payments to the entity and address set forth in the footsuite retains all right, title, and interest in and to the invoice.
Services. Nothing herein shall be construed to restrict,
4.3 Late Payment. If any amounts invoiced hereunder
impair, encumber, alter, deprive, or adversely affect the Services or any of Hootsuite's rights or interests therein or are not received by Hootsuite by the due date, then at Hootsuite's discretion, such charges may accrue late
any property, brands,
information, content, processes, methodologies, products, interest at the rate of 12% per year or the maximum rate goods, services, materials, or rights, tangible or intangible. permitted by law, whichever is lower, from the date such All rights, title, and interest in and to the Services not payment was due until the date paid. In addition, upon 30 expressly granted in this Agreement are reserved by days written notice to Customer provided after the due Hootsuite. date, Hootsuite may suspend Customer's access to the Services if Hootsuite has not received the amounts invoiced Feedback. Customer may from time to time hereunder at the expiration of such period. provide suggestions,
Hootsuite with respect to the Services ("Feedback"). Taxes. Customer is responsible for paying all Feedback, even if designated as confidential by Customer Taxes associated with the subscription to the Services. If and, notwithstanding Article 5 of this Agreement, shall not Hootsuite has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section 4.4, Customer shall, and hereby does, grant to Hootsuite a non- the appropriate amount shall be invoiced to and paid by worldwide, perpetual, irrevocable, transferable, Customer, unless Customer provides Hootsuite with a valid tax exemption certificate authorized by the appropriate sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. taxing authority.
Withholdings. Any and all payments by or on
Customer hereby grants Hootsuite a limited, worldwide, account of the compensation payable under this Agreement non-exclusive, non-transferable (except as set forth in shall be made free and clear of and without deduction or Section 10.1) license, without a right of sublicense, withholding for any Taxes. If Customer is required to access, use, reproduce, electronically distribute, transmit, deduct or withhold any Taxes from such payments, then perform, format, the sum payable shall be increased as necessary so that, the purpose of providing the after making all required deductions or withholdings, Servicers to Customer and supporting Customer's use of Hootsuite receives an amount equal to the sum it would the Services. Hootsuite may also use Customer Content for have received had no such deduction or withholding been the purpose of developing the Services, provided that when made. doing so, Hootsuite shall only use Customer Content in an Confidential Information and Security way. Subject only to the Requirements.
limited license expressly granted herein, Customer and its Authorized Users shall retain all right, title and interest in 5.1 Confidential Information. Each Party will use the and to, and all intellectual property rights in, the Customer same degree of care that it uses to protect the Content and the Customer Information. Nothing in this confidentiality of its own confidential information of like Agreement will confer on Hootsuite any right of ownership kind (but in no event less than reasonable care) and will or interest in or to, or the intellectual property rights in, the not disclose or use any Confidential Information (as defined Customer Content or the Customer Information. below) of the other Party for any purpose outside of the scope of this Agreement, and each Party shall limit access Responsibility for Customer Content and Mentions. to Confidential Information to those of its, or its Affiliates', Customer is solely responsible for the Customer Content employees, contractors, and agents who need such access that Authorized Users upload, publish, display, link to, or for purposes consistent with this Agreement and who have otherwise make available via the Services, and Customer signed confidentiality agreements with the receiving Party agrees that the Services are only a passive conduit for the containing protections no less stringent than those herein. online distribution and publication of the Customer Content In this Agreement, "Confidential Information" means all of Mentions. Hootsuite will information, data, and financial information relating to the distribute, or reference any business, commercial strategies, pricing, personnel, Content or Mentions, customers, products, or services of a Party (the "discloser") but excludes any information that the other Party (the
https://hootsuite.com/legal/privacy (the "Privacy Policy") "recipient") proves (i) was lawfully in the recipient's possession before receiving it from the discloser; (ii) is https://hootsuite.com/legal/copyright "Copyright
3 in good faith to the recipient by a third party Survival. Any provision of this Agreement that, without breaching any rights of the discloser or any other either by its terms or to give effect to its meaning, must party; (iii) is or becomes generally available to, or survive, and such other provisions that expressly or by accessible by, the public through no fault of the recipient; their nature are intended to survive termination or (iv) was or is independently developed by the recipient survive the expiration or termination of this Agreement.
Without limiting the foregoing, Sections 3.1, 4.4, and 5.1 Information. In the event that the recipient or any and Articles 8 and 9 shall expiration or representative of the recipient becomes legally compelled termination of this Agreement. (by law, rule, regulation, similar court
Warranties and Warranty Disclaimer.
process) to disclose any of the Confidential Information, the recipient will (if permitted to do so) provide the
discloser with notice of such circumstances and will limit Customer represents and warrants that it has the power such disclosure to the required disclosure. and authority to enter into this Agreement and to perform its obligations and duties under this Agreement.
Hootsuite Warranties. Hootsuite warrants that
measures consistent with the prevailing industry standards. (i) subject to Section 2.3, the Services will materially However, Hootsuite cannot guarantee that unauthorized perform in accordance with the applicable Documentation third parties will never be able to defeat those measures and the functionality of the Services will not be materially and expressly denies any responsibility for decreased during the term of the applicable Authorization monetary or otherwise, resulting from unauthorized third Form; and (ii) the Services do not knowingly contain any party access to Customer's account or use, alteration, or malicious code or viruses. For any breach of an above disclosure of the Customer Content or warranty, Customer's exclusive remedies are those described in Sections 6.3 and 6.4.
Term and Termination.
JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF
Term of Agreement. This Agreement shall
IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND
of the first
"Effective Date") AS A RESULT THE CONTENTS OF THIS SECTION 7.3 MAY NOT APPLY TO CUSTOMER. EXCEPT AS EXPRESSLY
continue in effect until all Authorization Forms have expired PROVIDED HEREIN, TO THE GREATEST EXTENT PERMITTED or this Agreement has been terminated in accordance with Section 6.3 or Section 8.1(c) below (the "Term"). BY APPLICABLE LAW, HOOTSUITE EXPRESSLY EXCLUDES
AND DISCLAIMS ALL WARRANTIES AND CONDITIONS OF
Term of Authorization Forms. The term of each ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR Authorization Form shall start on the Service Start Date OTHERWISE. WITHOUT LIMITING THE GENERALITY OF THE specified on the Authorization Form and shall continue for FOREGOING, HOOTSUITE SPECIFICALLY DISCLAIMS ALL the term specified therein. The parties may, by mutual OR IMPLIED WARRANTIES OF agreement, agree to renew an Authorization Form for
subsequent terms of 12 months each. Upon renewal, PURPOSE, TITLE, QUALITY, AND NONINFRINGEMENT, THAT Hootsuite reserves the right to increase the Fees for THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS, Services by providing Customer written OR THAT THE SERVICES WILL ALWAYS BE AVAILABLE, (which notice may be provided by email) at least 60 days ACCESSIBLE, prior to the end of the then-current term. ACCURATE, COMPLETE, OR ERROR-FREE. IN ADDITION,
HOOTSUITE DOES NOT WARRANT ANY CONNECTION TO
Termination for Cause. A Party may terminate this OR TRANSMISSION FROM THE INTERNET. NO ADVICE OR Agreement for cause (i) upon 30 days' written notice to the INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED other Party of a material breach if such breach remains FROM HOOTSUITE OR ELSEWHERE WILL CREATE ANY
WARRANTY OR CONDITION NOT EXPRESSLY STATED IN
(ii) immediately if the other Party becomes the subject of a THIS AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED petition in bankruptcy or any other proceeding relating to HEREIN, THE SERVICES ARE PROVIDED ON AN "AS IS" insolvency, receivership, liquidation, or assignment for the AND "AS AVAILABLE" BASIS. THESE LIMITATIONS SHALL benefit of creditors. APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
ects of Termination. Upon termination of th
HOOTSUITE DISCLAIMS ANY AND ALL RESPONSIBILITY OR
automatically terminate and: (i) Customer will immediately LIABILITY IN RELATION TO THE CONTENT MADE cease all use of the Services; (ii) Customer will have no THE SERVICES, further access to its accounts provided by Hootsuite; and CUSTOMER CONTENT, MENTIONS, AND ANY CONTENT OR (iii) Customer will pay Hootsuite all unpaid amounts owing SERVICES PROVIDED BY THIRD PARTIES. HOOTSUITE
DOES NOT CONTROL OR VET CUSTOMER CONTENT OR
MENTIONS AND IS NOT RESPONSIBLE FOR WHAT USERS
Customer any POST, TRANSMIT, OR SHARE ON OR THROUGH THE this
SERVICES. HOOTSUITE IS NOT RESPONSIBLE OR LIABLE
IN ANY MANNER FOR ANY SUPPORTED PLATFORMS OR
limiting THIRD-PARTY SERVICES ASSOCIATED WITH OR UTILIZED Customer will pay any unpaid Fees covering the remainder IN CONNECTION WITH THE SERVICES, INCLUDING THE of the term of each Authorization Form after the date of FAILURE OF ANY SUCH SUPPORTED PLATFORMS OR termination. In no event will termination relieve Customer THIRD-PARTY SERVICES. HOOTSUITE EXPRESSLY DENIES of its obligation to pay any amounts payable to Hootsuite RESPONSIBILITY for the period prior to the date of termination. TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE 4 OF THE SERVICES OR YOUR ACCOUNT OR THE (including Customer's breach of any terms or conditions INFORMATION CONTAINED THEREIN. applicable to any Third-Party Services).
8. Mutual Indemnification. Indemnification Procedure. The indemnified Party shall (i) promptly give written notice of the claim to the
8.1 Indemnification by Hootsuite. Subject indemnifying Party; (ii) give the indemnifying Party sole Customer's compliance with Section 8.3, Hootsuite shall control of the defense defend Customer from and against any and all third-party (provided that the indemnifying Party may not settle or claims that the use of the Services as permitted hereunder defend any claim without the indemnified Party's prior infringes a valid U.S. or Canada patent right or copyright consent unless it unconditionally releases the right or misappropriates a third party's trade secret (a indemnified Party of all liability; and (ili) provide the "Claim") and shall indemnify Customer for any damages cooperation finally awarded against, and for reasonable attorneys' fees assistance at the indemnifying Party's expense. incurred by, Customer in connection with any such Claim.
Hootsuite will have no liability for any Claim to the extent it arises from: EXCEPT AS EXPRESSLY PROVIDED HEREIN, IN NO EVENT a modification of the Services by or at the CUSTOMER FOR ALL CLAIMS OF ANY KIND, INCLUDING direction of Customer or an Authorized User; ANY CLAIMS ARISING OUT OF OR RELATED TO THIS (ii) use of the Services in violation of this Agreement AGREEMENT, WHETHER BY STATUTE, CONTRACT, TORT,
OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE
or applicable law;
FEES PAID BY CUSTOMER FOR THE SERVICES SUBJECT TO
use of the Services after Hootsuite notifies THE CLAIM DURING THE THREE (3) MONTH PERIOD Customer to discontinue use because of an IMMEDIATELY PRECEDING THE DATE ON WHICH THE infringement or misappropriation claim; CAUSE OF ACTION AROSE. CUSTOMER'S EXCLUSIVE
REMEDIES FOR ANY INTERRUPTION OR CESSATION OF
the combination, operation, or use of the Services ACCESS OR TRANSMISSION TO OR FROM THE SERVICES with any other software, program, or device not
or specified by Hootsuite ARE SET FORTH IN THE APPLICABLE SERVICE LEVEL to the extent
such infringement would not have arisen but for
such combination, operation, or use; or TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT SHALL HOOTSUITE, ITS DIRECTORS,
(v) Customer's use of the Services in a manner that is EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY inconsistent with its intended use. INCIDENTAL,
For avoidance indemnification CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING obligations in this Section 8.1 will not apply to third-party DAMAGES FOR LOSS OF PROFITS, GOODWILL USE, OR content, Supported Platforms, and/or Third-Party Services DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT accessed through the Services and/or Customer Content FROM THE USE OF, OR INABILITY TO USE, THE SERVICES and/or Mentions. OR ANY OTHER ASPECT OF THIS AGREEMENT. UNDER NO
CIRCUMSTANCES WILL HOOTSUITE BE RESPONSIBLE FOR
If a Service has become, or in Hootsuite's opinion is likely LOSS, OR INJURY RESULTING FROM to become, the subject of any such Claim, Hootsuite may at HACKING, OR OTHER UNAUTHORIZED its option and expense: OR USE OF THE SERVICES OR CUSTOMER'S (a) procure for Customer the right to continue ACCOUNT OR THE INFORMATION CONTAINED THEREIN. using
the Service as set forth hereunder; THE PARTIES ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS SECTION 9 IS TO ALLOCATE
(b) replace modify Service certain
THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES
functionalities to make it non-infringing; or AND LIMIT THEIR POTENTIAL LIABILITY GIVEN THE FEES (c) if options (a) or (b) are not reasonably practicable, CHARGED UNDER THIS AGREEMENT, WHICH WOULD HAVE terminate either Agreement BEEN SUBSTANTIALLY HIGHER IF HOOTSUITE WERE TO Authorization Form for such Service. ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. THE PARTIES HAVE RELIED ON THESE
This Section 8.1 sets forth Hootsuite's sole liability (and LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO Customer's remedy) infringement THESE TERMS. NOTHING IN THIS AGREEMENT IS misappropriation of third party rights. INTENDED TO EXCLUDE OR RESTRICT OR SHALL HE Indemnification by Customer. Customer shall CONSTRUED AS EXCLUDING OR RESTRICTIN
8.2 defend, indemnify, and hold harmless LIABILITY OF HOOTSUITE FOR (I) DEATH OR PERSONAL Affiliates, directors, officers, employees, and agents INJURY CAUSED BY THE NEGLIGENCE OF HOOTSUITE, ITS and against all claims, losses, damages, penalties, liability, EMPLOYEES, OR ITS AGENTS; (II) WILLFUL MISCONDUCT and costs, including reasonable attorneys' fees, of any kind OF HOOTSUITE OR ITS EMPLOYEES; OR (III) ANY or nature that are in connection with or arising out of a LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY claim (i) alleging that Customer Content or Customer's use APPLICABLE LAW. of the Services infringes or violates the intellectual property 10. General. rights, privacy rights, or other rights of a third party or violates any applicable law; (ii) relating to, or arising from, Customer Content, Customer Information, or Customer's
breach of Section 2.4 or Section 2.7; or (iii) relating to, or arising from, Customer's use of any Third-Party Services 5 withheld), and any attempted assignment without such telephone, or delivery services such as the postal service. will be void. Notwithstanding the foregoing, Customer acknowledges and agrees that Hootsuite shall Hootsuite may this Agreement in its entirety have no liability associated with or arising from Customer's all Authorization Forms), without consent of failure to maintain accurate contact or other information, Customer, to its Affiliate or in connection with a merger, including, but not limited to, Customer's failure to receive acquisition, corporate reorganization, or sale of all or critical information about the Services. Notices to Hootsuite substantially all of its shares or assets. must be delivered by email to [email protected] with a duplicate copy sent via registered mail to the following
10.2 5 East gth
address: Hootsuite Media Inc., Avenue,
Vancouver, British Columbia, V5T 1R6; Attention: General Counsel. This contact information provided may be updated any authority of any kind to bind the other in any respect. by giving notice in accordance with this Section 10.8.
Publicity. Customer agrees that Hootsuite may use
Waivers. No waiver of any provision of this
Customer's name and may disclose that Customer is a Agreement is binding unless it is in writing and signed by customer of the Services in Hootsuite advertising, press, all Parties to this Agreement, except that any provision that promotion, and similar public disclosures, including at trade does not give rights or benefits to particular Parties may be shows and similar events. In addition to the foregoing, waived in writing, signed only by those Parties who have Customer hereby grants Hootsuite a non-exclusive license rights under, or hold the benefit of, the provision being during the Term to list Customer's name and display if those Parties promptly copy of the Customer's logo as a Hootsuite customer on Hootsuite's executed waiver to all other Parties. No failure to exercise, and no delay in exercising, any right or remedy under this Force Majeure. Except for payment obligations,
neither Party shall be liable for any failure to perform its bligations hereunder where such failure results from an Agreement will be deemed to be a waiver of any ause bevond such Party's reasonable control, includina the subsequent breach of that provision or of any similar andalism accidents sabotage poet failure denial o
10.10 [INTENTIONALLY OMITTED].
ervice attacks or similar attacks; Internet failure; acts o riots; civil or public disturbances; strikes lock-outs or labor disruptions; and any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and
judgments of courts.
10.5 Counterparts and Interpretation. This Agreement
nay be executed in any number of counterparts, all of
which taken together shall constitute one single agreement between the Parties. Headings are for convenience only
and are not to be considered in construing or interpreting this Agreement. This Agreement shall be construed and
interpreted fairly, in accordance with the plain meaning of its terms, and there shall be no or
interference against the Party drafting this Agreement in construing or interpreting the provisions hereof.
No amendment, supplement
or termination of any provision of this
Agreement shall be valid unless it is in writing and signed Party to this Agreement
amendment, supplement, restatement, or termination.
10.7 verability. Each provision of this Agreement
verable, If any provision of this Agreement is or becom remaining provisions of this Agreement or of that provision in any other jurisdiction.
Notices. For purposes of service messages and
notices about the Services, Hootsuite may place a banner notice across the Services or website to alert Customer.
Alternatively, notice may consist of an email from Hootsuite address associated with Customer's account,
even if Hootsuite has other contact information. For
communication about Customer's
associated with Hootsuite, Hootsuite may contact Customer or its Authorized Users through its Hootsuite account or through other means including email, mobile number,
6 10.11 Entire Agreement. The terms of this Agreement, Authorization Form, the provisions of the Authorization together with any applicable Authorization Form, all Form shall prevail. The terms of this Agreement will apply Schedules, and Hootsuite's Privacy Policy and Copyright to all orders submitted to Hootsuite and shall supersede Policy, constitute the entire agreement between the Parties any additional terms that may be incorporated in a with respect to the subject matter thereof and supersede purchase order form or any other Customer-generated or inconsistent agreements, negotiations, form. Any such Customer terms shall be null and void. representations, and promises, written or oral, with respect to the subject matter and is binding upon the Parties and their permitted successors and assigns. In the event of any conflict between this Agreement and the terms of an
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Denis Andessaullanen.
, DENISE ANDERSON-WARREN
E city clerk
APPROVED AS TO FORM: HOOTSUITE MEDIA INC:
MartineMatice By:
MARSHA JONES MOUTRIE Name: _ LIAM SURRIDGE
City Attorney Title: V.P. SALES
SCHEDULE TO HOOTSUITE SAAS AGREEMENT - HOOTSUITE ENTERPRISE PLATFORM If Customer purchases the Hootsuite Enterprise Platform in an Authorization Form, the following additional terms shall apply to Customer's access and use of such Services.
1. Additional Definition.
*Hootsuite Enterprise Platform
Severit througnises we mom wwwsuitstep Soing scores eat, imes media and andril applications that provide for a single log-in, centralized web dashboard that enables Authorized Users to manage anc publish social media content to multiple Supported Platforms, including any modifications or Updates.
2. Hootsuite Enterprise Platform.
accordance with such Authorization Form.
losting Services; Service Levels. Hootsuite shall use commercially reasonable efforts to host and serve the lootsuite Enterprise Platform in accordance with the service level criteria and performance metrics set forth in the service level agreement published at www.hootsuite.com/legal/enterprise-service-level-agreement.
Hootsuite SAAS Agreement
rev: April 2015
8 SCHEDULE TO HOOTSUITE SAAS AGREEMENT - HOOTSUITE INSIGHTS If Customer purchases Hootsuite Insights (formerly known as uberVU via Hootsuite) in an Authorization Form, the following additional terms shall apply to Customer's access and use of such Services.
1. Additional Definitions.
"Query" means a search string that an Authorized User uses to define what words and phrases must be present in a Mention for that Mention to be included in the applicable stream, and any such individual Query is referred to as a "Stream" in an applicable Authorization Form.
2. Hootsuite Insights.
accordance with the applicable Authorization Form.
losting Services; Service Levels. Hootsuite shall use commercially reasonable efforts to host and serve th lootsuite Insights Application in accordance with the service level criteria and performance metrics set forth in the servic level agreement published at www.hootsuite.com/legal/enterprise-service-level-agreement.
3. Intellectual Property.
3.1 Responsibility for Queries and Mentions. Customer agrees that the Services are only a passive conduit for the online display of Queries and Mentions. Hootsuite will not review, share, distribute, or reference any Mentions, except as provided herein, as provided in the Privacy Policy and the Copyright Policy, or as may be required by law.
Hootsuite SAAS Agreement rev: April 2015
9 SCHEDULE TO HOOTSUITE SAAS AGREEMENT - HOOTSUITE CAMPAIGNS ENTERPRISE If Customer purchases Hootsuite Campaigns Enterprise in an Authorization Form, the following additional terms shall apply to Customer's access and use of such Services.
1. Additional Definitions.
"Brand" means an individual brand of Customer or its Affiliate. "Brand Subscription" means a subscription for Campaigns for a Brand, as set out in the applicable Authorization Form.
Campaigns" means campaigns created by Customer or its Authorized Users, including contests, sweepstakes, gallerie:
nd other market data gathering activities on Supported Platforms, via the Hootsuite Campaigns Platform "Campaign Page" means a webpage for a particular Campaign that may display or publish Customer Content, Mentions, and/or Submitted Content.
"Campaign Participant" means a person who participates in a Campaign. "Submitted Content" means all information (including personal information) and data (including text, images, graphics, pictures, photos, videos, audio, and documents) or any other content in any media and format provided or made available to Customer by Campaign Participants, including by submission of such content on a Campaign Page or via a Supported Hootsuite Campaigns.
Hootsuite Campaigns. During the term of any applicable Authorization Form, subject to the terms and conditions of the Agreement and this Schedule, and solely for Customer's internal business purposes, Hootsuite shall make the Hootsuite Campaigns Platform available to Customer and its Authorized Users for the number of Brand Subscriptions purchased in accordance with the applicable Authorization Form.
2.2 Hosting Services; Service Levels. Hootsuite shall use commercially reasonable efforts to host and serve the Hootsuite Campaigns Platform in accordance with the service level criteria and performance metrics set forth in the service level agreement published at www.hootsuite.com/legal/enterprise-service-level-agreement.
2.3 Campaigns.
(i) Customer shall:
(a) be responsible for the Campaigns and content published and distributed on the Campaign Pages; (b) ensure that each Campaign complies with all applicable laws, rules, and regulations; (c) establish, provide, and administer official rules for each Campaign that accomplish the following:
(1) informs each Campaign Participant that Customer may be collecting personally- identifiable information about them in connection with the operation of the Campaign, Customer's use of the foregoing information will be subject to Customer's privacy policy, and Hootsuite's use of the foregoing information will be subject to the Privacy Policy; (2) and Hesites use of such informs on for purposes beating ear an earr the statistical purposes set forth in these Terms of Services or the applicable privacy (3)
(4) states that each Campaign Participant unconditionally releases and holds harmless Hootsuite from any and all liability associated with the Campaign; (d) require each Campaign Participant to agree to the official rules for the applicable Campaign; and (e) cot retails, ore subat inform perm wit respect to a Campaign or on Campaign Page, payment (ii) Customer acknowledges and agrees that:
(a) the Services do not assist with the compliance of the Campaigns with any laws, rules, or regulations;
Hootsuite SAAS Agreement rev: April 2015
10 (b) Hootsuite is not responsible or liable for the failure of any Campaign Participant (or any other third party) to comply with the rules, terms, conditions, policies, or applicable laws, rules, or (c) Hootsuite is not liable for the content or customized display of any Campaign or Campaign Page and disclaims any warranty as to the completeness of the Mentions and Submitted Content btained on behalf of Customer and displayed on any Campaign Page (d) Customer may not refer to Hootsuite nor use Hootsuite's name, trade-marks, or trade names in connection with a Campaign or in the rules or materials relating to a Campaign, except to refer to the Privacy Policy and the Copyright Policy where required in accordance Section 2.3(i)(c) above:
(e) if Campaign Participants provide Customer with Submitted Content that is personal information, Hootsuite is not responsible or liable for Customer's use or distribution of such information; and (f) Hootsuite is not responsible for monitoring Customer's compliance with the obligations in this Section 2.3. If Customer is in breach of such obligations with respect to a Campaign, Hootsuite Sery temporarily suspend such Campaign and its Campaign Page and Customer's access to the (iii) Customer shall notify Hootsuite at least 48 hours in advance of any anticipated periods of high traffic to any Campaign Page.
For greater certainty, Sections 2.4, 3.3, and 3.4 of the Agreement apply to Customer Content provided to Hootsuite in connection with any Campaign.
Acceptable Use of Hootsuite Campaigns. Customer shall (i) be solely responsible for the means by which it acquires and generates Submitted Content; and (ii) not allow a Brand Subscription to be used for a brand other than the applicable Brand.
Submitted Content. Customer understands that, by using the Services, Customer may be exposed to Submitted Content that might be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate. Unless Customer creates the Submitted Content shall not be considered "Customer Content" under any if requested to do so, although Hootsuite may do so in its sole discretion. Customer's use of Submitted Content is at Customer's sole risk, and Hootsuite shall not be liable to Customer or any third party in relation to Submitted Content.
3. Intellectual Property.
3.1 Submitted Content. To the extent Submitted Content is accepted for a Campaign, Customer shall (i) require each Campaign Participant to be responsible for its own Submitted Content and the consequences of posting or publishing such Submitted Content; and (ii) require each Campaign Participant to affirm, represent, and warrant that such Campaign Participant (a) owns or has the necessary licenses, rights, consents, and permissions to use and authorize Customer and Hootsuite to use all intellectual property rights in and to its Submitted Content and (b) has the written consent, release, and/or permission of each and every identifiable individual person in its Submitted Content to use the name and likeness of every such person, in order to enable inclusion and use of the Submitted Content in the manner contemplated by the Campaign and applicable official rules and on the Campaign Page.
3.2 Responsibility for Campaigns and Submitted Content. Customer agrees that the Services are only a passive conduit for the online display of Campaigns and Submitted Content. Hootsuite will not review, share, distribute, or reference any Campaigns or Submitted Content, except as provided herein, as provided in the Privacy Policy and the Copyright Policy, or as may be required by law. Notwithstanding the foregoing, Hootsuite retains the authority to remove any Submitted Content uploaded that it deems in violation of this Agreement, in its sole discretion.
4. Additional Indemnification.
Additional Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Hootsuite, its Affiliates, directors, officers, employees, and agents from and against all claims, losses, damages, penalties, liability, and costs, including reasonable attorneys' fees, of any kind or nature which are in connection with or arising out of a claim (i) alleging that any Campaign or Submitted Content infringes or violates the intellectual property rights, privacy rights, or other rights of a third party or violates applicable law; or (ii) relating to, or arising from, (a) any Campaign or Submitted Content, including any claims related to the posting or removal of Customer Content, Submitted Content, or entries to or from a Campaign or a Campaign Page, or (b) Customer's breach of its obligations, representations, or warranties in Section 2.3, 2.4, or 3.1 of this Schedule.
Hootsuite SAAS Agreement rev: April 2015
11 SCHEDULE TO HOOTSUITE SAAS AGREEMENT - HOOTSUITE CUSTOM EDUCATION If Customer purchases Hootsuite Custom Education in an Authorization Form, the following additional terms shall apply to Customer's access and use of such Services.
1. Additional Definitions.
"Background IP" means the various content, information, data, tools, processes, methods, designs, and know-how, whether or not copyrightable or patentable, that Hootsuite may use in connection with the Custom Education Services and the Deliverable, whether pre-existing or created or invented during the performance of the Custom Education Services.
Background IP specifically excludes any Deliverable and Customer Content. "Custom Education Services" means the custom education services set forth in the applicable Authorization Form. "Deliverables" means the custom education offering to be developed by Hootsuite and specifically identified by Hootsuite as a deliverable in the applicable Authorization Form.
2. Custom Education Services and Deliverables.
Custom Education Services and Deliverables. During the term of any applicable Authorization Form, subject to the terms and conditions of the Agreement and this Schedule, and solely for Customer's internal business purposes, Hootsuite shall provide the Custom Education Services and the Deliverables to Customer in accordance with the applicable Authorization Form. Hootsuite will devote such of its time, attention, and energy as is necessary to perform the Custom Education Services and create, develop, and deliver the Deliverables.
2.2 Cooperation. In order for Hootsuite to perform the Custom Education Services and deliver the Deliverables, Customer shall, in a timely manner: (i) make itself reasonably available at such times and locations as Hootsuite may require; (ii) allocate sufficient resources, perform any tasks, and deliver any materials, including Customer Content, reasonably necessary to enable Hootsuite to perform its obligations under the applicable Authorization Form; (ili) respond to Hootsuite's inquiries related to the Custom Education Services; and (iv) provide complete, accurate, and timely data, and feedback all as reasonably required by Hootsuite. For greater certainty, Sections 2.4, 3.3, and 3.4 of the Agreement apply to Customer Content provided to Hootsuite in connection with the Custom Education Services.
2.3 Time of Performance. Subject to Section 10.4 of the Agreement, Hootsuite shall use commercially reasonable efforts to deliver the Deliverables according to the schedule set forth in the applicable Authorization Form. Notwithstanding the foregoing, Hootsuite may, in its sole discretion, extend the delivery date for any Deliverables by giving notice to Customer; provided further that Hootsuite shall use commercially reasonable efforts to minimize further delays.
Scope Changes. Customer may, from time to time, request changes in the scope of the Custom Education Services (a "Change Request"). Upon receipt of a written Change Request, Hootsuite will evaluate such requested changes and, within 10 days of such Change Request, submit to Customer a written response (the "Change Order") to the Change Request. The Change Order shall indicate, among other things, the extent to which the Change Request will impact the Fees, the Deliverables, and/or other terms set forth in the applicable Authorization Form. If Customer accepts such Change Order (such acceptance to be indicated in writing), the Change Order will be incorporated by reference into the applicable Authorization Form and will be deemed to amend and modify the applicable Authorization Form to the extent specified in the Change Order. Should Customer not accept the Change Order, the applicable Authorization Form shall continue in full force and effect, unamended.
Term. If an end date is not specified in an applicable Authorization Form, such Authorization Form shall remain in effect until the date on which both Parties have fully performed their obligations thereunder.
Acceptable Use of Deliverables. Customer shall use the Deliverables only as permitted herein and in accordance with applicable laws and government regulations.
Hootsuite's Employees/Contractors. Customer will not directly or indirectly at any time during the term of the applicable Authorization Form and for 12 months thereafter, (i) induce or encourage any of Hootsuite's employees or contractors to leave their employment or engagement with Hootsuite; or (ii) employ, attempt to employ, assist any person to employ, or retain as an employee, consultant, or contractor any of Hootsuite's employees or contractors or former employees or contractors, without Hootsuite's prior written consent.
3. Intellectual Property.
3.1 License for Deliverables. During of the applicable Authorization Form, subject to the terms and conditions of the Agreement and this Schedule, and solely for Customer's internal business purposes, Hootsuite grants to Customer a limited, worldwide, non-exclusive, non-transferable license, without a right to sublicense, to use and display the Deliverables in accordance with the applicable Authorization Form.
Custom Education Services and Background IP. As between Customer and Hootsuite, Hootsuite retains all right, title, and interest in and to the Custom Education Services, the Deliverables, and the Background IP. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect any of Hootsuite's rights or interests therein.
Hootsuite reserves all rights, title, and interest in and to the Custom Education Services, the Deliverables, and the Background IP not expressly granted herein.
Hootsuite SAAS Agreement rev: April 2015
12 Additional Hootsuite Warranty. Hootsuite warrants that the Custom Education Services will be performed in a professional manner in accordance with generally accepted industry standards. For any breach of the above warranty, Customer's exclusive remedy and Hootsuite's entire liability will be the re-performance of the applicable Custom Education Services. If Hootsuite is unable to re-perform the Custom Education Services as warranted, Customer's exclusive remedy will be to seek recovery of any Fees paid to Hootsuite for the deficient Custom Education Services. Customer must make any claim under the foregoing warranty to Hootsuite in writing within 30 days of performance of such Custom Education Services in order to receive the foregoing remedies.
Hootsuite SAAS Agreement rev: April 2015
13 SCHEDULE TO HOOTSUITE SAAS AGREEMENT - HOOTSUITE PROFESSIONAL SERVICES If Customer purchases Hootsuite Professional Services in an Authorization Form, the following additional terms shall apply to Customer's access and use of such Services.
1. Additional Definitions.
"Background IP" means the various content, information, data, tools, processes, methods, designs, and know-how, whether or not copyrightable or patentable, that Hootsuite may use in connection with the Professional Services and the Deliverable, whether pre-existing or created or invented during the performance of the Professional Services. Background IP specifically excludes any Deliverable and Customer Content. "Professional Services" means the training or other services set forth in the applicable Authorization Form. "Deliverables" means the training or other offering to be developed by Hootsuite and specifically identified by Hootsuite as a deliverable in the applicable Authorization Form.
Professional Services and Deliverables.
Professional Services and Deliverables. During the term of any applicable Authorization Form, subject to the terms and conditions of the Agreement and this Schedule, and solely for Customer's internal business purposes, Hootsuite shall provide the Professional Services and the Deliverables to Customer in accordance with the applicable Authorization Form.
Hootsuite will devote such of its time, attention, and energy as is necessary to perform the Professional Services and create, develop, and deliver the Deliverables.
Cooperation. In order for Hootsuite to perform the Professional Services and deliver the Deliverables, Customer shall, in a timely manner: (i) make itself reasonably available at such times and locations as Hootsuite may require; (ii) allocate sufficient resources, perform any tasks, and deliver any materials, including Customer Content, reasonably necessary to enable Hootsuite to perform its obligations under the applicable Authorization Form; (iii) respond to Hootsuite's inquiries related to the Professional Services; and (iv) provide complete, accurate, and timely information, data, and feedback all as reasonably required by Hootsuite. For greater certainty, Sections 2.4, 3.3, and 3.4 of the Agreement apply to Customer Content provided to Hootsuite in connection with the Professional Services.
2.3 Customer; provided further that Hootsuite shall use commercially reasonable efforts to minimize further delays.
Scope Changes. Customer may, from time to time, request changes in the scope of the Professional Services (a "Change Request"). Upon receipt of a written Change Request, Hootsuite will evaluate such requested changes and, within 10 days of such Change Request, submit to Customer a written response (the "Change Order") to the Change Request.
The Change Order shall indicate, among other things, the extent to which the Change Request will impact the Fees, the Deliverables, and/or other terms set forth in the applicable Authorization Form. If Customer accepts such Change Order (such acceptance to be indicated in writing), the Change Order will be incorporated by reference into the applicable Authorization Form and will be deemed to amend and modify the applicable Authorization Form to the extent specified in the Change Order. Should Customer not accept the Change Order, the applicable Authorization Form shall continue in full force and effect, unamended.
Term. If an end date is not specified in an applicable Authorization Form, such Authorization Form shall remain in effect until the date on which both Parties have fully performed their obligations thereunder.
Acceptable Use of Deliverables. Customer shall use the Deliverables only as permitted herein and in accordance with applicable laws and government regulations.
2.7 Hootsuite's Employees/Contractors. Customer will not directly or indirectly at any time during the term of the applicable Authorization Form and for 12 months thereafter, (i) induce or encourage any of Hootsuite's employees or contractors to leave their employment or engagement with Hootsuite; or iii) employ, attempt to employ, assist any person to employ, or retain as an employee, consultant, or contractor any of Hootsuite's employees or contractors or former employees or contractors, without Hootsuite's prior written consent.
3. Intellectual Property.
License for Deliverables. During the term of the applicable Authorization Form, subject to the terms and conditions of the Agreement and this Schedule, and solely for Customer's internal business purposes, Hootsuite grants to Customer a limited, worldwide, non-exclusive, non-transferable license, without a right to sublicense, to use and display the Deliverables in accordance with the applicable Authorization Form.
Professional Services and Background IP. As between Customer and Hootsuite, Hootsuite retains all right, title, and interest in and to the Professional Services, the Deliverables, and the Background IP. Nothing herein shall be construed to restrict, impair, encumber, alter, deprive, or adversely affect any of Hootsuite's rights or interests therein.
Hootsuite reserves all rights, title, and interest in and to the Professional Services, the Deliverables, and the Background IP not expressly granted herein.
Hootsuite SAAS Agreement rev: April 2015
14 4. Additional Warranty.
4.1 Additional Hootsuite Warranty. Hootsuite warrants that the Professional Services will be performed in a professional manner in accordance with generally accepted industry standards. For any breach of the above warranty, Customer's exclusive remedy and Hootsuite's entire liability will be the re-performance of the applicable Professional Services. If Hootsuite is unable to re-perform the Professional Services as warranted Professional Services. Customer must make any claim under the foregoing warranty to Hootsuite in writing within 30 days of performance of such Professional Services in order to receive the foregoing remedies.
Hootsuite SAAS Agreement
rev: April 2015
15