Dated: July 1 2016
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE HITCH SOFTWARE PLATFORM.
These Terms of Service (together with the documents referred to in it) tell you the terms on which you may make use of the services as a software developer, including Application Program Interface (API) monitoring, notification and communication tools, (the “Services”) which are made available to you from time to time via our online software platform at www.hitchhq.com (the “Platform”).
By registering for a Hitch account as a software developer, you are confirming that you accept these Terms of Service and that you agree to comply with them. If you do not agree to these Terms of Service, you must not register for a Hitch account (or delete such account if already created) and you must not use the Services.
These Terms of Service refer to the following additional terms, which also apply to your use of the Platform and the Services:
API Changelog Ltd trading as Hitch (“Hitch”, “us”, “our” or “we”) is the provider of the Services and operator of the Platform. We are registered in England and Wales under company number 09866513 and have our registered office at C/O Jag Shaw Baker, Berners House, London, W1T 3NF, UK. Our VAT number is GB233525134.
The person registering for a Hitch account hereby warrants that he/she is either contracting in their own capacity or In the case of a company, you hereby warrant that you have authority to bind the company (as the contracting party) to these Terms of Service. In the case of an individual, you hereby warrant that you are 18 years of age or older or, where you are not, that you have the consent of your parent or guardian to use the Services in accordance with these Terms of Service.
The person registering hereby warrants that he/she is acting either on behalf of a company which he/she has authority to bind (in which case “you” shall refer to the company) or on his/her own behalf (in which case “you” refers to that individual). If you are an individual, you further warrant that you are 18 years of age or older or, where you are not, that you have the consent of your parent or guardian to use the Platform and the Services in accordance with these Terms of Service.
We may revise these Terms of Service at any time by amending this page. Where appropriate (for example, where the changes limit your rights or increase your obligations), we will also give you notice of the changes by sending you an email – where possible, a reasonable time in advance.
Please check this page from time to time and give careful consideration to any emails we send you, as the changes to the Terms of Service will be binding on you.
In order to use the Services, you must first register for a Hitch account on the Platform. You are responsible for any use of our Services with your account details, and for protecting your account details and password from unauthorised use. You are also responsible for the security of any computer from which you sign in to your account.
We grant you the non-exclusive, non-transferable, non-sublicensable, revocable right to use the Platform and the Services or, where you are a company, to permit those employees, agents and independent contractors who are authorised by you (“Authorised Users”) to use the Platform and the Services, in each case, solely for your internal business operations or otherwise for purposes relating to your trade, business or profession, and in accordance with these Terms of Service. This licence shall remain in effect until and unless these Terms of Service are terminated by you or us (see clause 14 for information about termination).
If you are a company, you agree to ensure that the Authorised Users use the Platform and the Services within the scope of this licence and in accordance with the terms and conditions set out in these Terms of Service, and that you shall be responsible for any Authorised User's breach of these Terms of Service.
You acknowledge that all intellectual property rights in the Services and the Platform anywhere in the world belong to us or our licensors, and that you have no rights in or to the Services or the Platform other than the right for you or the Authorised Users (as applicable) to use each of them in accordance with the terms of these Terms of Service.
We provide a platform that allows you to access the APIs [and API documentation ]of the API providers that have registered to use the Platform (“API Providers”), to receive notifications of any updates to the APIs and to communicate with the API Developers. You are solely responsible for your use of the Services, including your use of APIs, [API documentation] accessed via the Services and your communication with the API Providers, and agree that we shall have no liability to you or others for the same, including any error or inaccuracy in, or misuse or unauthorised distribution of, the API [or the API documentation], unless this liability arises from a breach of our obligations under these Terms of Service.
You further acknowledge and agree that:
we are not responsible for the acts or omissions of API Providers when using the Platform and the Services;
we do not guarantee the legality, reliability, integrity, accuracy and quality of any APIs [or API documentation] you access via the Services;
it is your responsibility to ensure the Services and the Platform, and your use of the same, meet your particular requirements and, in particular, to ensure that you are able to comply with your obligations under any agreement(s) you may have with any API Providers when using the Services and the Platform. We do not warrant that any use of the Services and the Platform will be compliant with such agreement(s) between you and the API Provider; and
whilst a part of the Services is to make available API Providers’ APIs [and API documentation] to you, it is not our responsibility to create and maintain any back-up copies or to archive previous versions of the API [or API documentation] or your communications with the API Provider.
We undertake that the Services will be performed with reasonable skill and care. This undertaking shall not apply to the extent of any non-conformance which is caused by your use of the Services contrary to our instructions or these Terms of Service, or any alternation or modification made to the Services or the software used in the provision of the Services by a third party who is not authorised by us.
We do not warrant that use of the Services will be error-free, and you agree that it is not our obligation to maintain, support or update the Services (except where necessary to carry out our other obligations under these Terms of Service).
Whilst we will make reasonable efforts to ensure the Services are operational 24 hours a day, 7 days a week, we do not guarantee that the Services will always be available or be uninterrupted. In particular, but without limitation:
Maintenance Services: The Services will not be available to you when we carry out maintenance services. We will endeavour to carry out these services outside of normal business hours (being 9:00am to 5:00pm UK time) and to give you at least three hours’ notice in writing (via email where possible); however, you acknowledge that this may not be possible in cases of urgency.
Communication networks: The Services may be subject to limitations, delays and other problems inherent in the use of communication networks and facilities.
We will not be liable to you if the Services are unavailable at any time, or for any period due to an event or cause outside of our control.
We reserve the right to suspend your access to the Platform or use of the Services without notice in the event you breach these Terms of Service or if we reasonably suspect that you have breached these Terms of Service.
You may not use the Services:
in any way that breaches any applicable local, national or international law or regulation;
in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect; or
to knowingly transmit any data, or send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, or permitted elsewhere in these Terms of Service, you agree not to:
duplicate, copy, create derivative works from, frame, mirror, republish, download, display, transmit or distribute the Platform or all or any portion of the software used in the provision of the Services in any form by any means;
reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software used in the provision of the Services;
access, without authority, interfere with, manipulate, damage or disrupt all or any part of the Services, Platform or any equipment or network owned or used by any third party, or assist any third party in doing such acts; or
license, sell, transfer, assign, distribute, display, disclose or otherwise commercially exploit the Services, or otherwise make the Services available to any third party.
You agree that any and all material which you provide to us or otherwise give us access to or upload or make available to others via the Services (including communications with the API Provider) must:
not be unlawful, defamatory, obscene, infringing, harassing or offensive;
promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
not be likely to deceive any person;
not be made in breach of any legal duty owned to a third party, such as a contractual duty or a duty of confidence;
not threaten, abuse, or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;
not be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
give the impression that they emanate from us if this is not the case; and/or
advocate, promote or assist any unlawful act or illegal activity such as (by way of example only) copyright infringement or computer misuse.
We reserve the right, without liability or prejudice to our other rights, to remove any material and/or disable your access to the Platform and/or use of the Services if any of your material breaches the provisions of this clause, as determined by us in our sole discretion.
You shall own all right, title and interest in and to any material, information or data you provide or otherwise transmit to us or to others using the Platform or the Services (“Your Material”). We claim no intellectual property rights in and to Your Material; however, we require, and you hereby grant us, a worldwide, non-exclusive, royalty-free licence to store, use, reproduce, display and transmit Your Material to the extent necessary to enable your use of the Platform and the Services. This licence shall remain in effect until and unless these Terms of Service are terminated by you or us.
You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of Your Material.
You agree to the following limitations on our liability to you:
Exclusion of certain losses: We shall not be liable to you for any loss of profits, business, anticipated savings, goodwill or business opportunity, business interruption, loss or corruption of data or information, or for any special, indirect or consequential loss or damage, howsoever arising under these Terms of Service; and
Cap on liability: Our maximum aggregate liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms of Service shall be limited to £100.
Further, due to the nature of the Services and the online environment, we do not take responsibility for the following:
Network problems: any loss, damage, delay or failure resulting from the transfer of material and data over communication networks and facilitates;
Virus: any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Services or to your downloading of, or integrating with, any content on it, or on any website linked to it;
Third party websites: the content of websites linked via the Services and Platform. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them;
Results of Services: results achieved or obtained from the use of the Services, and for conclusions drawn from such use; and
Your actions and instructions: any damage caused by errors or omissions in any content or omissions in any information, instructions or scripts provided by you to us in connection with the Services, or any action taken by us (or not taken by us) at your direction.
Nothing in these Terms of Service shall exclude either party’s liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation or any other liability that cannot be excluded or limited by law.
All warranties, conditions, representations or other terms implied by statute or common law in relation to the Services and the Platform provided by us are excluded to the fullest extent permitted by law.
You shall defend, indemnify and hold harmless Hitch against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services or Platform, including transmission of any material, in breach of these Terms of Service.
You may terminate these Terms of Service with us at any time, for any reason, by deleting your Hitch account and ceasing all use of the Services.
We may terminate these Terms of Service with you immediately without notice in the event you commit a material or persistent breach of these Terms of Service, the Services are discontinued, we lose the right to provide you with the Services, or where the provision of the Services becomes unlawful.
all rights granted to you under these Terms of Service, including the licence in clause 4, shall cease; and
you must cease all activities authorised by these Terms of Service, including use of the Services and the Platform.
Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these Terms of Service which existed at or before the date of termination shall not be affected.
Assignment and other dealings: You may not assign, transfer, sub-license or deal in any other manner with any or all of your rights under these Terms of Service, without our prior written consent.
Waiver: A waiver of any right or remedy under these Terms of Service or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A failure or delay by a party to exercise any right or remedy provided under these Terms of Service or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.
Severance: If any provision or part-provision of these Terms of Service is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any such modification to or deletion of a provision or part-provision shall not affect the validity and enforceability of the rest of these Terms of Service.
Relationship: Nothing in these Terms of Service is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party.
Third Party Rights: No one other than a party to these Terms of Service, their successors and permitted assignees, shall have any right to enforce any of its terms.
Entire Agreement: these Terms of Service, and all documents referred to in them, constitute the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
Jurisdiction/Governing Law: These Terms of Service, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
To contact us, or if you are experiencing problems with the Services, please email firstname.lastname@example.org.