Provider Terms of Service

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.

Other applicable terms

These Terms of Service refer to the following additional terms, which also apply to your use of the Platform and the Services:

  • Our Privacy Policy, which sets out the basis on which we process any personal data we collect from you, or that you provide to us

  • Our Cookie Policy, which sets out information about cookies used on the Platform.

1. Introduction

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 has authority to bind the company as the contracting party (“you”) to these Terms of Service.

2. Changes to these terms

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. The process for changes to fees and payment plans is set out separately in clause 10.

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.

3. User account

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.

4. Rights we grant you

We grant you the non-exclusive, non-transferable, non-sublicensable, revocable right to permit those employees, agents and independent contractors who are authorised by you (“Authorised Users”) to use the Platform and the Services solely for your internal business operations 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).

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 the Authorised Users to use each of them in accordance with the terms of these Terms of Service.

5. Nature of the Services

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:

  1. we are not responsible for the acts or omissions of members of the developer community when using the Platform and the Services, or using your API or API documentation thereafter;

  2. 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 and the members of your developer community are able to comply with your and their obligations under any agreement(s) you may have with them 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 developer community; and

  3. whilst a part of the Services is to store your APIs, 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 developer community.

6. Our performance of the Services

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).

7. Accessing the Services

The extent of your use of the Services will depend on your subscription plan, and you agree to only use the Services within the limits of such subscription plan. Details about the Services available under each subscription plan can be found here: [INSERT URL]. If, at any time whilst using the Services, you exceed the limit of your subscription plan, we will charge you, and you agree to pay, the relevant fees which apply to such excess use as set out above. We will use our reasonable endeavours to notify you when the limit is close to being exceeded; however, we accept no liability for failure to do this. You are solely responsible for monitoring your use of the Services within the permitted limits.

The extent of your use of the Services will depend on your subscription plan, and you agree to only use the Services within the limits of such subscription plan. If, at any time whilst using the Services, you exceed the limit of your subscription plan, we will charge you, and you agree to pay, the relevant fees which apply to such excess use as set out above. We will use our reasonable endeavours to notify you when the limit is close to being exceeded; however, we accept no liability for failure to do this. You are solely responsible for monitoring your use of the Services within the permitted limits.

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:

  1. 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.

  2. 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.

8. Using the Services

You may not use the Services:

  1. in any way that breaches any applicable local, national or international law or regulation;

  2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;

  3. in respect of API and API documentation that is not owned by you; or

  4. 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:

  1. 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;

  2. 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;

  3. 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

  4. 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:

  1. not be unlawful, defamatory, obscene, infringing, harassing or offensive;

  2. promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;

  3. not be likely to deceive any person;

  4. not be made in breach of any legal duty owned to a third party, such as a contractual duty or a duty of confidence;

  5. not threaten, abuse, or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety;

  6. not be used to impersonate any person, or to misrepresent your identity or affiliation with any person;

  7. give the impression that they emanate from us if this is not the case; and/or

  8. 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.

9. Your Material and Proprietary Rights You Give Us

You shall own all right, title and interest in and to your API, API documentation and 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.

10. Payment

If you choose a paid-subscription plan, you agree to pay us fees in accordance with the relevant pricing plan. Details of those fees are set out on our Pricing Page [INSERT AS HYPERLINK] (which [includes] VAT).

If you choose a paid-subscription plan, you agree to pay us fees in accordance with the relevant pricing plan.

Depending on the pricing plan chosen by you, our third party payment processor will (and you hereby authorise it to) bill your payment card for the applicable fee in advance on the date you subscribe for a paid plan and each month or anniversary thereafter. The fees are non-refundable, except as expressly stated otherwise in these Terms of Service.

If you move to a higher tier of a paid plan, the change will take effect immediately and we will charge you for the additional fees associated with the new paid plan on a pro-rata basis. If you move to a lower tier of a paid plan, the change will take effect in the next billing cycle. You acknowledge that you will not receive a refund for the then-current billing cycle if you move to a lower tier of a paid plan, or to a non-payment subscription plan.

We reserve the right not to provide you with the Services until the relevant fee has been received in full and cleared funds.

We reserve the right to change our fees or payment plans at any time. If you do not agree to such change, you must delete your Hitch account and stop using the Services on or before the date the new fee or payment plan becomes effective, at which point these Terms of Service will be deemed to have been terminated by you. We will issue you a refund in respect of any unused portion of fees paid by you in advance. If you do agree to such change (which will be deemed from your continued use of the Services after the date the new fee or payment plan becomes effective), we will bill your payment card for any additional fees calculated on a pro rata basis.

11. Data Protection

You acknowledge and agree that:

  1. you shall be the data controller and we shall be a data processor in respect of any personal data which we process on the your behalf when performing the Services (“Service Data”); and

  2. we shall be the data controller in respect of any personal data submitted or collected in association with a Hitch account (whether your own account or the account of a developer) (“Account Data”).

With regards to Service Data:

  1. you acknowledge and agree that the personal data may be transferred or stored outside the EEA or the country where you are located in order to carry out the Services and our other obligations under these Terms of Service;

  2. you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

  3. we shall process the personal data only in accordance with these Terms of Service and any lawful instructions reasonably given by you from time to time, including commands issued via use of the Services; and

  4. you and we shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

With regards to Account Data, we will process this in accordance with our Privacy Policy.

12. Limitation of Liability

You agree to the following limitations on our liability to you:

  1. 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

  2. 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 the higher of either: i) the total amount paid to us in the 12 month period preceding the date on which the claim arose; or ii) £100.

Further, due to the nature of the Services and the online environment, we do not take responsibility for the following:

  1. Network problems: any loss, damage, delay or failure resulting from the transfer of material and data over communication networks and facilitates;

  2. 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;

  3. 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;

  4. Results of Services: results achieved or obtained from the use of the Services, and for conclusions drawn from such use; and

  5. 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.

13. Indemnity

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.

14. Termination

You may terminate these Terms of Service with immediate effect by giving us notice if we commit a material or persistent breach of any term of these Terms of Service which breach is irremediable or (if such breach is remediable) fail to remedy that breach within a period of 30 days after being notified in writing to do so. You may also 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.

With the exception of termination by you for reasons other than our breach or by us due to your breach, you may request a refund for any unused portion of fees that you have paid to us in advance.

Upon termination:

  1. all rights granted to you under these Terms of Service, including the licence in clause 4, shall cease; and

  2. you must cease all activities authorised by these Terms of Service, including use of the Services and the Platform; and

  3. all fees payable to us under these Terms of Service shall become due and shall be billed immediately, despite any other provision.

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.

14. Other important terms

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.

15. Contact us

To contact us, or if you are experiencing problems with the Services, please email hi@hitchhq.com.