HookFeed Terms of Service
These HookFeed Service Terms (these "Service Terms") are between HookFeed LLC, a Delaware limited liability company ("HookFeed") and the individual or business entity that creates a HookFeed account or submits an order for HookFeed's services ("Customer").
Capitalized words in these Service Terms have special meanings given in the Section where they are first used or in Section 10 (Defined Terms).
HookFeed may modify these Service Terms at any time, but modifications are not effective for Orders that are in place prior to the modification until the Order renews. See Section 9.20 (Changes to Online Service Terms).
1. SERVICES
1.1 Services.
HookFeed agrees to provide the Services for the Term on the terms and conditions stated in the Order and these Service Terms. HookFeed makes the following commitments:
1.1.1 The Services will include those features listed in Customer's Order. The Services include updates that HookFeed makes generally available to its customers for the same Services, subject to any fees and terms that may apply to new features.
1.1.2 HookFeed warrants that it will provide the Services in accordance with the description of the Services stated in the Order and with its general release user Documentation (the "Services Warranty"). HookFeed warrants that it will use commercially reasonable efforts to avoid the introduction of Malware to the Services and to any system that interacts with the Services.
1.1.3 Customer acknowledges that the Services operate by receiving webhook data and other event data that Customer or Customer's Third-Party Services transmit to HookFeed-provided webhook URLs ("Inbound Data"). Customer is solely responsible for configuring which Third-Party Services send data to HookFeed, the content of Inbound Data, and any permissions or authorizations required by the Third-Party Services to enable webhook delivery to HookFeed. HookFeed may use Inbound Data only as expressly authorized in this Section, Section 4 (Customer Information), and Section 9.3 (Confidential Information) of this Agreement. HookFeed may use Inbound Data for the purpose of providing the Services, including ingesting, processing, storing, analyzing, displaying, and transmitting event data to generate feeds, dashboards, alerts, digests, and other outputs as configured by Customer. Customer may disable data transmission to HookFeed at any time by removing or deactivating the applicable webhook URLs in Customer's Third-Party Services. HookFeed agrees to use Inbound Data in accordance with the terms of this Agreement and to protect Inbound Data from unauthorized access, use, disclosure, corruption, and destruction, using the measures described in Section 1.4 (Security).
1.1.4 HookFeed will use commercially reasonable efforts to make the Services available to Customer 24 hours per day, 7 days per week, year-round, excluding reasonable maintenance. If Customer's Order includes a service level commitment or "SLA" for availability, HookFeed makes the availability commitment to Customer described in that SLA.
1.1.5 HookFeed will provide online support Documentation for Customer's use. Customer's Order or SLA includes details on how to contact HookFeed for support. HookFeed weekend and holiday support is provided for urgent issues only. Weekends start Friday at 11:59 p.m. and end Monday at 12:01 a.m., United States Pacific time. Holidays are federal public holidays in the United States and other HookFeed-announced support holidays.
1.2 Service Levels or SLA.
If Customer's Order includes an SLA, the SLA is subject to the following terms:
1.2.1 Credit Requests. To receive a credit, Customer must request a credit no later than ten (10) days following the day that the HookFeed commitment was not met. Customer must submit Customer's request to help@hookfeed.com.
1.2.2 General SLA Terms. HookFeed is not required to apply credits for any month that exceed the fees due from Customer for that month. HookFeed is not required to apply unused credits to past or future months for Customer's Services or to apply them to other services. HookFeed is not required to apply a credit if any fees due from Customer are overdue, or if Customer's account has been suspended or terminated for Customer's violation of the Order or Service Terms. If Customer is entitled to an SLA credit after the time that Customer has paid Customer's final fees to HookFeed, HookFeed will issue a refund to Customer in the amount of the credit. Time periods are measured with reference to time stamps in the HookFeed system or other reliable HookFeed records. The credit remedies provided in this SLA are Customer's sole and exclusive remedy for damages arising from HookFeed's failure to meet a commitment for which a credit is provided.
1.3 No Resale or Service Provider Use.
Customer may not resell the Services or use them to provide services to others, except as expressly permitted under a separate Partner Agreement with HookFeed (for example, agencies or integration partners offering HookFeed-powered dashboards to their own customers).
1.4 Security.
HookFeed will use the security measures described at our security page (the "Security Materials"). HookFeed makes no other representations or warranties regarding security. Customer agrees that HookFeed is not responsible to Customer for any harm Customer suffers as a result of a security breach unless the breach was the result of HookFeed's failure to maintain the security measures described in the Security Materials.
1.5 Privacy.
Personal Data that is part of the Customer Information is Customer's "Confidential Information" covered by the HookFeed commitments stated in Section 9.3 (Confidential Information). HookFeed makes the following additional commitments regarding Customer Information that is personal data: (i) HookFeed will provide Customer with access to the Personal Data as necessary for Customer to comply with applicable legal requirements for access, destruction, or modification of the personal data at the request of a data subject; and (ii) HookFeed will notify Customer in writing without undue delay if it discovers that any personal data has been accessed, used, disclosed, destroyed, or corrupted other than as permitted by the Agreement, will provide all information reasonably available to it regarding the reported event, will cooperate with Customer's reasonable requests to mitigate and remediate the event. Customer acknowledges and agrees that HookFeed affiliates and subcontractors may be based outside of the geographic jurisdiction in which Customer's data subjects are located. If legally required, the parties will enter into good faith negotiations for such agreements as are necessary for the transfer of the personal data across national borders. For more information about how HookFeed processes personal data, see our Privacy Policy.
1.6 AI-Powered Features.
Certain features of the Services use artificial intelligence and machine learning ("AI Features"), including but not limited to automatic dashboard configuration, event analysis, view suggestions, and anomaly detection. Customer acknowledges that:
- (a) AI Features are provided as assistive tools and may produce inaccurate, incomplete, or unexpected outputs. Customer is solely responsible for reviewing and validating any AI-generated configurations, insights, or recommendations before relying on them for business decisions.
- (b) HookFeed may send portions of Customer's Inbound Data to third-party AI service providers (such as Anthropic) for the purpose of providing AI Features. HookFeed will ensure that such third-party providers are bound by confidentiality and data protection obligations consistent with this Agreement.
- (c) HookFeed does not warrant the accuracy, completeness, or reliability of AI Feature outputs and disclaims all liability for decisions made based on such outputs.
1.7 Test Services.
HookFeed may provide Customer with access to non-production services at no additional charge for Customer's use in testing changes and integrations before Customer implements them as part of Customer's production Services. These services will be designated as "Test Services" or with a similar description. Test services have significantly limited functionality compared to Customer's production Services. Test services are not "Services" and are provided AS IS, without any service level commitments, warranties, or representations whatsoever. HookFeed has no obligation to provide support for any test services. Any support that is provided is provided on an AS IS and AS AVAILABLE basis. HookFeed has no liability for any harm or damage arising out of or in connection with Customer's use of a test service. HookFeed may terminate Customer's test services and delete any related data at any time.
1.8 Beta Releases.
HookFeed may offer optional beta, alpha, preview, or early-access releases of new features or services ("Beta Releases"). HookFeed may terminate or Customer may cease use of Beta Releases at any time and for any reason. Beta Releases may be inoperable, incomplete, or include features never released. Notwithstanding anything else in these Service Terms, HookFeed offers no warranty, indemnity, or support for Beta Releases. Information regarding a private Beta Release shared with Customer constitutes HookFeed's Confidential Information under Section 9.3.
2. API(s).
The HookFeed API(s) are licensed to Customer on a non-exclusive, limited term basis for Customer's use only in connection with the HookFeed Services as permitted by the Agreement, and subject to all of the restrictions and conditions stated in the Agreement.
3. INTEGRATIONS AND THIRD-PARTY SERVICES
3.1 Third-Party Service Integrations.
The Services are designed to receive webhook data from, and in some cases transmit data to, Third-Party Services. HookFeed provides integration features and documentation to facilitate connections with Third-Party Services. Customer acknowledges the following:
- (a) HookFeed's integration features may be unavailable or may not work properly if the Third-Party Service's API or webhook format is unavailable, modified, or discontinued by the third-party provider.
- (b) HookFeed will use commercially reasonable efforts to maintain compatibility with commonly used Third-Party Services but may discontinue support for a particular integration without liability to Customer if there is a change in the Third-Party Service that creates an unreasonable cost or operational burden to HookFeed.
- (c) Customer's obligations under the Agreement, for fees and otherwise, are not conditioned on the continued availability of any particular integration.
- (d) HookFeed does not control, endorse, or assume responsibility for any Third-Party Service. Customer's use of Third-Party Services is governed by Customer's own agreements with those providers.
3.2 Webhook URL Provisioning.
HookFeed provides unique webhook URLs for Customer's use in configuring Third-Party Services. Customer is solely responsible for the security and proper use of these URLs. Customer must treat webhook URLs as confidential credentials and must promptly notify HookFeed if Customer believes a webhook URL has been compromised. HookFeed may regenerate or deactivate webhook URLs at Customer's request or if HookFeed reasonably believes a URL has been compromised.
3.3 Dashboard Sharing.
If the Services provide dashboard sharing or other distribution features, Customer is solely responsible for ensuring that shared outputs do not expose data that Customer is not authorized to share, including Personal Data or Confidential Information belonging to Customer's own customers or partners.
4. CUSTOMER INFORMATION
Customer's Inbound Data and any other data or information that Customer or Customer's users submit to or create by means of the HookFeed Services is "Customer Information." As between Customer and HookFeed, Customer owns and retains ownership and all rights in Customer Information, and HookFeed may use Customer Information only for the purpose of providing the Services and exercising its legal rights and remedies in connection with the Agreement.
"Customer Information" does not include system-generated data about Customer's use of the Services, such as user navigation on the Services interface, resource utilization, event volume metrics, and feature usage patterns ("Usage Information"). HookFeed may use Usage Information for the purpose of improving its services generally, such as improving user experience with its services.
Customer authorizes HookFeed to de-identify and aggregate Customer Information with similar de-identified data of other customers and with anonymous data from public or private data sets and analyze the resulting data sets for insights to help it improve the Services, provided that HookFeed's method of de-identification must make it technically infeasible for any data to be re-identified to any of Customer's end users or to Customer.
5. FEES AND PAYMENTS
5.1 Fees.
The fees for HookFeed's services plans (each a "Plan") are stated in the Order or on the HookFeed Site. HookFeed may not increase the fees applicable to a Plan during the initial term of an Order but may increase Plan fees for any renewal term to the Plan fees in effect as of the date of the renewal. HookFeed may move Customer to a Plan that requires payment of a higher fee if Customer meets the usage criteria (such as event volume thresholds) for the other Plan at any time during the term of an Order. Any discounts described in the Order are for the initial term of the Order only unless otherwise stated in the Order. Customer must pay any base, minimum, or fixed fees associated with Customer's active Plan even if Customer does not use the Services. Fees are charged at the times stated in the Order or, if no time is stated, are charged monthly in advance.
5.2 Sales Tax.
The stated fees do not include any sales, use, VAT, or like taxes ("Sales Tax"). Customer must pay any applicable Sales Tax that HookFeed is required to collect from Customer under applicable law.
5.3 Payments.
Unless Customer has made other arrangements with HookFeed, Customer must authorize and maintain a current valid means for HookFeed to collect its fees for the Services via payment card or ACH at all times during the Term. HookFeed may charge the fees on or after the following times: (i) for monthly minimums, base fees, and other fixed monthly recurring fees, the first day of each month; (ii) for variable fees (such as overage charges for event volume), the last day of each month, or more often if Customer's variable fees are unusually high for Customer's account type; (iii) for one-time fees (such as setup fees), the day Customer submits the Order that includes the fee; and (iv) for hourly fees, at the time stated in the Order, or if no time is stated, on completion of the hourly services described in the Order. HookFeed may charge any applicable Sales Tax with the charge for the related Service, or separately.
5.4 Late Payments.
HookFeed may suspend or terminate Customer's Services or the Agreement if Customer's payment is overdue, including if HookFeed's charge to Customer's payment card or account is rejected. If HookFeed suspends Customer's account for late payment, Customer must pay HookFeed's reasonable reinstatement fee, not to exceed the minimum or base fee of Customer's Plan.
5.5 Free Tier.
HookFeed may offer a free tier of the Services with limited functionality and usage allowances as described on the HookFeed Site. The free tier is provided AS IS, without any SLA commitments. HookFeed reserves the right to modify the features, limits, or availability of the free tier at any time. HookFeed may terminate or convert Customer's free tier account upon reasonable notice if Customer's usage patterns are inconsistent with normal use (for example, excessive automated abuse of free tier resources).
5.6 General.
Fees are non-refundable. Fees are stated and must be paid in United States Dollars.
6. CUSTOMER OBLIGATIONS
6.1 Fees.
Customer must pay Customer's fees when due for the Term. Customer must not use or attempt to use the Services in a way that undermines HookFeed's ability to correctly calculate its fees.
6.2 Customer's Security Obligations.
Customer must use reasonable security precautions in connection with Customer's use of the Services, including but not limited to: (a) requiring Customer's users to establish reasonably secure passwords or use magic link authentication as provided; (b) using commercially reasonable efforts to protect Customer's systems and data from malware; (c) keeping webhook URLs confidential and not sharing them publicly; and (d) promptly deactivating webhook URLs that are no longer in use or that may have been compromised. Customer may not interfere, or attempt to interfere, with the encryption features of the Services.
6.3 Authorized Users.
Customer may authorize as Services users only Customer's and Customer's affiliates' personnel and the personnel of contractors retained by Customer or Customer's affiliates in support of Customer's or their internal business operations. Customer is solely responsible for deactivating or updating permissions and authentication credentials for Customer's users, such as on the termination of employment of a user. Customer authorizes HookFeed to act on the instructions of Customer's user who authenticates using active account credentials that Customer or the user has established.
6.4 Customer Responsibility for Inbound Data.
Customer acknowledges and agrees that:
6.4.1 Customer is solely responsible for the content of Inbound Data transmitted to HookFeed, including any data transmitted by Third-Party Services that Customer has configured to send webhooks to HookFeed.
6.4.2 Customer must not intentionally transmit to HookFeed any data that Customer does not have the right to transmit or that would violate any applicable law or regulation.
6.4.3 Customer is solely responsible for using the Services' filtering features and configuring Customer's data sources to prevent Sensitive Data from being stored, displayed, or transmitted by the Services. Customer should configure webhook sources to exclude sensitive fields before sending data to HookFeed.
6.4.4 Customer must not transmit to HookFeed any data that is subject to heightened regulatory requirements (such as data regulated under HIPAA, PCI-DSS, or equivalent standards) unless Customer has entered into a separate written agreement with HookFeed specifically covering such data.
6.4.5 If Customer uses dashboard sharing, alert, or digest features to distribute event data to third parties or to Customer's own team members, Customer is solely responsible for ensuring that such distribution complies with all applicable laws, regulations, and contractual obligations, including privacy and data protection requirements.
6.5 Compliance with Law.
Customer must use the Services in compliance with all applicable laws, including all federal, state, local, and international laws and regulations regarding data privacy, data protection, and electronic communications. Customer represents and warrants that its use of the Services, including the transmission, storage, and distribution of Inbound Data, complies with all applicable laws.
6.6 Representations and Warranties.
Customer represents and warrants to HookFeed as of the effective date of each Order and on an ongoing basis that:
- (i) the information Customer submits about itself and Customer's activities to establish a Services account with HookFeed and place an Order is true, correct, and complete;
- (ii) Customer has not been the target of any legal or regulatory investigations or proceedings in connection with Customer's business activities that are material to Customer's use of the Services;
- (iii) Customer has all necessary rights and authority to transmit Inbound Data to HookFeed and to authorize HookFeed to use and process Customer Information as permitted by the Agreement;
- (iv) Customer's use of the Services, including the configuration of data sources, feeds, alerts, and shared dashboards, complies with all applicable laws and does not violate any third-party rights;
- (v) Customer has appropriate terms of service and privacy policies in place for Customer's own products and services to the extent they are relevant to the data Customer transmits to HookFeed.
6.7 Acceptable Use.
Customer shall not use or access the Service in violation of the HookFeed Acceptable Use Policy (the "Acceptable Use Policy" or "AUP"), which is incorporated into and forms part of these Service Terms by this reference. HookFeed may modify the AUP from time to time; material changes will be communicated with reasonable notice. Customer's continued use of the Services after such changes constitutes acceptance of the modified AUP. A violation of the AUP constitutes a material breach of these Service Terms.
7. TERM, TERMINATION, SUSPENSION
7.1 Term.
If Customer signs up for a monthly Plan, the Term of the Order begins on the date of Order submission and continues on a month-to-month basis until Customer or HookFeed terminates the Order. Customer may terminate an Order at any time effective on written notice. HookFeed may terminate an Order by giving at least thirty (30) days advance written notice of termination, unless termination on fewer days' notice is permitted by Section 7.2 (Termination). Unless Customer downgrades or cancels prior to renewal, the Order will automatically renew for another Term on the same Plan (or a successor plan if the original is no longer available) and for a period equal to the then-current Term, subject to HookFeed's then-current fees.
7.2 Termination.
Either party may terminate an Order, or the Agreement, on written notice if the other party is in material violation of any term of an Order or these Service Terms, provided that if the violation is curable the terminating party must first give the other party a written notice describing the violation in reasonable detail and at least ten (10) days to cure the violation. If HookFeed materially fails to meet any SLA commitments, Customer may terminate the Agreement without liability to Customer or HookFeed other than the issuance of credits as described in the SLA.
7.3 Suspension.
HookFeed may suspend Customer's access to the Services and Customer Information during any period that Customer is in material breach of the Agreement (including the Acceptable Use Policy), Customer's access to the Services or Customer Information creates a material security vulnerability, or Customer's use of the Services poses a risk to the security or availability of the Services for other customers. HookFeed will give Customer at least two (2) business days' advance notice of the suspension unless the suspension is made under emergency circumstances, including active AUP violations that pose an immediate risk. HookFeed will reinstate Customer's access to the Services when the grounds for suspension are cured unless HookFeed has already terminated the Agreement as described in this Section.
7.4 Surviving Provisions.
The following sections survive expiration or earlier termination of the Agreement: Fees and Payment, Confidentiality, Indemnification, Limitation of Liability, Term and Termination, Suspension, Governing Law, Disputes, Notices, General, and any other terms that by their nature are intended to survive expiration or termination.
7.5 Return of Customer Information.
Customer is responsible for exporting Customer Information from the Services prior to expiration of the Agreement. If HookFeed terminates Customer's Services for breach, HookFeed will retain Customer Information for at least fifteen (15) days from the effective date of termination. If Customer wishes to export Customer Information following a termination for breach, HookFeed will either, at its option, export Customer Information using its standard export tools or enable short-term access to the Services at a scheduled time so that Customer may export the Customer Information. HookFeed has no obligation to retain Customer Information after the 15-day period and may destroy Customer Information. HookFeed has no obligation to assist Customer with the export of Customer Information. HookFeed may be available to assist with data export on an hourly fee basis at a time scheduled by HookFeed.
7.6 Effect of Termination.
Upon termination, Customer's webhook URLs will be deactivated. Inbound Data sent to deactivated webhook URLs will not be processed or stored.
8. REMEDIES, DISCLAIMERS, INDEMNIFICATION, LIMITATIONS
8.1 SLA Credits.
SLA credits, and Customer's right to terminate the Agreement without liability as provided in Section 7.2 (Termination), are Customer's sole and exclusive remedies for HookFeed's failure to meet the SLA.
8.2 Warranty Remedy.
If HookFeed fails to meet the Service Warranty, HookFeed will attempt to cure the failure or, if it is unable to cure the failure through commercially reasonable efforts, will refund the fees paid for the month during which the failure occurred. However, to be eligible for a warranty remedy under this section, Customer must give a written notice describing the failure no later than ten (10) days following the end of the month and cooperate with HookFeed's reasonable efforts to cure the failure. The remedies stated in this Section are Customer's sole and exclusive remedy for HookFeed's breach of the Services Warranty.
8.3 No Other Warranty.
Except as expressly stated in these Service Terms or an SLA, the Services are provided AS IS. HookFeed disclaims any implied warranties, such as a warranty of merchantability, fitness for a particular purpose, and non-infringement, and any representation or warranty that may arise through a course of dealing. Customer acknowledges that the use of the Services may not be uninterrupted, error-free, or completely secure. Customer represents that Customer has not relied on any representation or warranty other than those stated in these Service Terms.
WITHOUT LIMITING THE FOREGOING, HOOKFEED MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS; (B) AI FEATURES WILL PRODUCE ACCURATE, COMPLETE, OR RELIABLE OUTPUTS; (C) ANY WEBHOOK DATA WILL BE RECEIVED, PROCESSED, OR DELIVERED WITHOUT DELAY OR LOSS; OR (D) ALERTS, DIGESTS, OR NOTIFICATIONS WILL BE DELIVERED WITHIN ANY SPECIFIC TIMEFRAME.
8.4 Indemnification.
8.4.1 Customer agrees to defend, indemnify, and hold harmless HookFeed and the HookFeed Defendants from and against any and all claims, damages, obligations, losses, liabilities, costs, debt, fines, penalties, sanctions, fees, expenses (including reasonable attorney fees and costs), and other liabilities arising from or related to:
- (a) Customer's use or misuse of the Services;
- (b) Customer's violation of these Service Terms or any Order;
- (c) Customer's violation of any law or regulation, including but not limited to data privacy, data protection, or electronic communications laws;
- (d) The content of Customer's Inbound Data, including any claim that Inbound Data infringes or misappropriates any third-party right;
- (e) Claims by Customer's own customers, end users, or any third party arising from Customer's use of dashboard sharing, alert, digest, or other distribution features of the Services;
- (f) Customer's failure to properly configure data filtering or data sources, resulting in the storage or exposure of Sensitive Data or Personal Data.
8.4.2 Customer agrees that HookFeed may, at its option, control the defense of any claim subject to indemnification or require Customer to defend the claim. If HookFeed elects to control the defense, Customer will reimburse HookFeed for all reasonable defense costs and expenses as incurred. Customer may not settle any claim that imposes any obligation on HookFeed without HookFeed's prior written consent.
8.5 Limitation of Liability.
In the event Customer has a legal claim against HookFeed or any of its officers, members, managers, employees, staff, personnel, or agents, suppliers, or licensors (the "HookFeed Defendants"), Customer agrees that the maximum total amount of money Customer can recover from any or all of them cannot, in the aggregate, exceed the amount of fees Customer has paid or that are payable for Services for the six (6) months prior to the date the claim arose, unless the legal claim is based on a HookFeed Defendant's intentional misconduct or is for personal injury or death resulting from the negligence, recklessness, or intentional misconduct of a HookFeed Defendant. In addition, Customer agrees that in no event is Customer entitled to recover any lost revenue, lost profits, damages for lost data, or any indirect or consequential loss or damages of any kind.
8.6 General.
Customer acknowledges that HookFeed has set its fees and entered into the Order in reliance on the limitations of remedies and liability stated in these Terms, and that these limitations reflect an agreed allocation of risk between Customer and HookFeed. The limitations stated in this Section shall apply to any liability arising from any cause of action whatsoever, whether in contract, tort, commercial code, strict liability, or otherwise, even if a limited remedy fails of its essential purpose. If these limitations as written are not permitted by applicable law, they shall apply to the extent permitted by applicable law.
9. GENERAL TERMS
9.1 Rights in Technology / Intellectual Property.
Customer may not copy any part of the Services or mirror the Services on any site or system, except that Customer may download and print copies of Documentation for the Services as reasonably necessary for Customer's permitted use of the Services, provided that Customer uses the Documentation in the exact form published, retains all branding and proprietary notices, and does not transfer the Documentation to any other person. Customer may not reverse engineer or attempt to discover any underlying algorithm or method embodied by the Services or HookFeed's other technology except to the extent applicable law permits such activity notwithstanding this limitation, and then on thirty (30) days advance written notice to HookFeed. Customer may not disclose to any third party any benchmarking or other test or evaluation Customer conducts on the Services. Customer may not use the HookFeed Services or APIs for the purpose of creating a competing technology. Except for rights expressly granted in this Agreement, HookFeed retains all right, title, and interest in and to its Services, technology, and information and all related intellectual property rights. No rights in Intellectual Property may arise by implication or estoppel.
9.2 Feedback.
Customer hereby licenses to HookFeed any feedback or suggestions that Customer may provide regarding the Services or HookFeed's other existing or proposed products or services on a perpetual, irrevocable, royalty-free, worldwide, unconditional, fully sublicensable, and transferable basis, including the right to make, have made, use, sell, offer to sell, import, copy, display, perform, modify, distribute in modified or unmodified form, and commercialize any intellectual property, without accounting to Customer.
9.3 Confidential Information.
Neither party may use the other party's Confidential Information except in connection with the performance of its obligations under this Agreement or the permitted use of the Services, as applicable, the exercise of the party's legal rights under this Agreement, or as may be otherwise permitted under this Agreement or required by law. Each party agrees not to disclose the other party's Confidential Information to any third person except as follows: (i) to the party's respective service providers, agents, and representatives, provided that such service providers, agents, or representatives are bound by written confidentiality measures that are at least as stringent as these terms; (ii) in response to a subpoena or other compulsory legal process, provided that each party agrees to give the other advance written notice of at least seven days prior to disclosing the other party's Confidential Information under this subparagraph (or prompt notice in advance of disclosure, if seven days advance notice is not reasonably feasible), unless the law, or a reasonable interpretation of it, forbids such notice; or (iii) as otherwise expressly permitted by the Agreement. On expiration or earlier termination of the Agreement, each party will return or destroy the other party's Confidential Information. If a party believes it is not feasible to completely destroy the other party's Confidential Information as required by this Section, it will give the other party written notice describing the Confidential Information and the circumstances that make destruction infeasible. All Confidential Information retained by a party following termination of the Agreement remains subject to the requirements of this Section. Customer will use commercially reasonable care to safeguard HookFeed's Confidential Information. HookFeed's obligations to safeguard Customer Information are stated in Section 1.4 (Security). For Customer's Confidential Information other than Customer Information, HookFeed will use commercially reasonable care to safeguard the Confidential Information. Each of Customer and HookFeed is responsible for a breach of this Section by its service providers, agents, and representatives to whom it has disclosed the other party's Confidential Information.
9.4 Governing Law, Disputes.
The Order and these Service Terms are governed by and should be interpreted under the laws of the State of California, and the United States of America, as applicable, without giving effect to any conflicts of law principles that would require the application of the law of a different jurisdiction. Each party agrees that it shall bring any lawsuit or other legal action related to this Agreement in the State or Federal courts sitting in San Diego County, California. Neither party shall dispute the personal jurisdiction of such courts, and each party waives any objection it may have as to the venue of such court. The parties expressly and irrevocably disclaim and waive the application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Act. To the maximum extent permitted by applicable law, each party waives any right to a trial by jury. Each party agrees not to bring a claim related to the Services or the subject matter of an Order or these Service Terms more than two years after the time that the claim accrued.
9.5 Notices.
Customer's notices must be submitted via email to help@hookfeed.com. HookFeed's notices to Customer must be given to Customer's primary account contact at the email address in the HookFeed portal. If Customer sends a notice of breach of the Agreement, a legal dispute, a legal claim, or other legal matter, Customer must copy Customer's notice to legal@hookfeed.com, and must also send Customer's notice via first class United States mail to HookFeed's physical address appearing on its Site on the day the notice is transmitted electronically. HookFeed's legal notices to Customer must be copied via first class United States mail to Customer's physical notice address, or if Customer's physical address is outside of the United States, via a reputable and established international priority mail service on the date the notice is transmitted electronically. Notices are deemed given, received, and effective as of the time transmitted by electronic mail, or if that time does not fall on a business day, as of the beginning of the first business day following the time transmitted. Notices must be given in the English language. A party may change its address for notice by giving notice in the manner stated in this Section.
9.6 Informal Dispute Resolution.
Each party agrees that it will not file a lawsuit or other legal action in connection with the Services, any Order, or these Service Terms, unless it has first given the other party written notice of the dispute, and attempted to resolve the dispute through good faith negotiation.
9.7 Injunctive Relief.
Notwithstanding anything in this Agreement to the contrary, this Agreement does not prohibit, condition, or delay a party's right to seek injunctive relief in any court of competent jurisdiction to address the other party's infringement or misappropriation of its intellectual property, or the other party's breach of its confidentiality obligations under this Agreement.
9.8 Export Compliance.
The Services may be subject to export laws and regulations of the United States and other jurisdictions. Customer may not permit users to access or use the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation, or in a manner that causes HookFeed to be in violation of U.S. export laws, even if the use is permitted by the laws applicable to Customer or Customer's user or customer. Each party represents that it is not on any restricted persons list maintained by the U.S., Canada, or any member of the European Union.
9.9 Anti-Corruption.
Each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other's employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If either party learns of any violation of the above restriction, it will promptly notify the other party.
9.10 Force Majeure.
Except for Customer's payment obligations, neither party is in violation of the Agreement if the failure to perform is due to an event beyond that party's reasonable control, such as a significant failure of the power grid or Internet, denial of service attacks, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other acts or events for which precautions are not generally taken in the industry.
9.11 Assignment.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Orders), without the other party's consent, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
9.12 Publicity.
Customer agrees that HookFeed may identify Customer as its customer, using Customer's name and logo, on its website where it identifies its customers generally, and HookFeed agrees that Customer may identify it as Customer's service provider on Customer's website using the HookFeed name and logo. In addition, each party will consider the other's requests to participate in the development of product whitepapers, testimonials for Web publication, and other like materials for publication, provided that neither party may issue any press release or other publicity regarding this Agreement or the relationship or transactions contemplated by this Agreement without the prior review and consent of the other party. Each party may use the other party's trade or service marks in connection with approved activities, and otherwise with the other party's prior consent. Each party shall use the other's trademarks subject to the other party's reasonable trademark usage guidelines that are communicated to the party from time to time.
9.13 Relationship of the Parties.
The parties are independent contractors. Neither party is the agent of the other, and neither party is authorized to make any representations, contract, or commitment on behalf of the other. The use of the words "partner" or "partnership" in this Agreement or otherwise refers only to a business relationship, and does not create or reflect any legal partnership, joint venture, or other fiduciary or other special relationship between the persons described as partners. The parties do not agree to any exclusivity in regards to the subject matter of this Agreement, and each party is free to contract with third parties, including competitors of the other party, for transactions of the type covered by this Agreement in any market, worldwide.
9.14 Interpretations.
In calculating any period of time under this Agreement, the day of the act, event, or default from which the designated period of time begins to run is not included. The term "person" refers to any legal person, and may mean a natural person (individual), a legally created person (such as an entity, trustee, or executor), or an entity (such as a corporation, partnership, or limited liability company). The word "personnel" refers to a person's employees and individual contractors who are under the person's direct supervision. The word "affiliate" refers to an individual or entity that controls, is controlled by, or is under common control with the person referred to, where control means ownership of the majority of voting interests of an entity or the right to control the policies of the entity by means of a controlling number of seats on the entity's governing body. The use of the word "including" should be read to mean "including, without limitation." All references to monetary amounts mean United States Dollars. The term "parties," either in lower- or upper-case form, refers to the signatories to this Agreement unless expressly stated as a "third party." For notice purposes, the words "business day," "business hours," or the like means Monday–Friday, 9:00 a.m.–5:00 p.m., United States Pacific Time, excluding federal public holidays in the United States. A reference to "day" shall mean a calendar day, unless expressly designated as a "business" day. All software and other technology provided for Customer's use is licensed and not sold; any references to a sale or purchase of software or other technology means the sale or purchase of a subscription service. Any requirement in this Agreement that a statement be written, in writing, or a like requirement is satisfied by an email or other digital form of writing unless expressly stated otherwise. Nouns stated in the singular imply the plural as indicated by the context, and pronouns that are gender specific refer to either gender. The Section captions in this Agreement are for convenience only; they are not part of this Agreement and may not be used to interpret the terms of this Agreement.
9.15 Third-Party Beneficiaries.
There are no third-party beneficiaries under this Agreement.
9.16 Severability.
In the event one or more of the terms of this Agreement are adjudicated invalid, illegal, or unenforceable, the adjudicating body may either interpret this Agreement as if such terms had not been included, or may reform such terms to the limited extent necessary to make them valid, legal, or enforceable, consistent with the economic and legal incentives underlying the Agreement.
9.17 Changes to the Services.
Customer agrees that Customer's purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by HookFeed regarding future functionality or features. Customer acknowledges that HookFeed may modify or suspend any of its Services offerings at any time. If a modification or suspension materially and adversely affects Customer's use of the Services, Customer may terminate the Agreement by giving written notice of the change no later than 30 days following the date of the change and receive a refund of any prepaid fees as Customer's sole and exclusive remedy.
9.18 General Representations.
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
9.19 Representation by Individual Submitting the Order.
The individual submitting the Order represents that: (i) if the individual submits the Order on his or her own behalf (including as a sole proprietor), the individual is old enough to enter into contracts and otherwise has the legal capacity to enter into contracts under applicable law; or (ii) if the individual submits the Order on behalf of a company or other legal entity, the individual has the legal power and authority to bind that entity to the Order and these Service Terms.
9.20 Changes to Online Service Terms.
HookFeed may amend these Service Terms at any time in its sole discretion. Any amendment will become effective as to Customer's Order on the first renewal of the Order that follows the publication of the amendment by at least thirty days. If the amendment materially and adversely impacts Customer's use of the Services, Customer may terminate the Agreement by giving written notice no later than thirty (30) days following the date the amendment is published and receive a refund of prepaid fees as Customer's sole and exclusive remedy.
9.21 Entire Agreement and Order of Precedence.
This Agreement is the entire agreement between Customer and HookFeed regarding Customer's use of Services and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these Service Terms or an Order will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. The parties agree that any preprinted term or condition stated in any business form is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order, (2) these Service Terms, (3) the Acceptable Use Policy, and (4) the Documentation. Customer's use of the Services, both during any free use period and Customer's Order Term, is subject to all of the terms, conditions, and restrictions stated in Customer's Order and these Service Terms, and any restrictions stated on a page on the Site that is part of Customer's Order.
10. DEFINED TERMS
These terms have the meanings stated:
Acceptable Use Policy or AUP means HookFeed's Acceptable Use Policy available at our acceptable use page, as may be modified from time to time, which is incorporated into these Service Terms by reference.
Agreement means these Service Terms and the Order(s) collectively.
Confidential Information means any non-public information that a party (the "recipient") receives from or learns about the other party (the "discloser") or the discloser's licensors or suppliers as a result of activities contemplated by the Agreement that the recipient should reasonably understand to be confidential, given the nature of the information or the circumstances of its disclosure, but not including any information that is developed by the recipient independently and without reference to the discloser's Confidential Information, or information that is or becomes available to recipient from a source other than discloser so long as the source did not, to recipient's knowledge, acquire the information as a result of a violation of a duty of confidentiality to discloser. Customer's Confidential Information includes Customer Information. HookFeed's Confidential Information includes pricing and service terms, product roadmap information, security information, and non-public technology.
Data Source means a unique webhook URL endpoint provisioned by HookFeed to receive Inbound Data from a specific source configured by Customer.
Documentation means HookFeed's user and administration guides, FAQs, whitepapers, and other materials designed to explain the use of the Services, but not including any marketing materials or publicity.
Feed means a filtered collection of events within a Data Source, as configured by Customer or auto-created by the Services based on event attributes.
High-Risk Activities means activities where use or failure of the Services could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, air traffic control, or use cases prohibited under applicable law.
Inbound Data means webhook payloads and other event data transmitted to HookFeed by Customer or by Third-Party Services at Customer's direction.
Malware means any virus, malware, spyware, ransomware, adware, or other code, circuitry, or other technological means that is designed to interrupt the normal use of the Services or the systems on which any part of the Services are installed or with which they interoperate, destroy or corrupt any data, make data unavailable, or covertly transmit data or information.
Order means an order form prepared by HookFeed that describes the features of the HookFeed Services, the related fees, initial term, and other transaction details, and that (i) Customer has submitted using a HookFeed-defined process and that HookFeed has accepted, or (ii) Customer and HookFeed have signed, or (iii) Customer has accepted by subscribing to a Plan through the HookFeed Site. For clarity, a transaction document that includes the information described in this definition is an "Order" for purposes of this Agreement even if styled "Statement of Work," "Order Form," "Proposal," or with another name.
Personal Data means any information about a natural person that is identified or identifiable to the natural person, either alone or in combination with other information, that HookFeed will process or have access to as part of providing the Services, including any such information that is created by means of the Services.
Plan means a HookFeed bundle of Services included as part of a single offering described in the Order or on the HookFeed Site.
Sensitive Data means (i) patient, medical, or other protected health information regulated by HIPAA; (ii) credit card numbers, bank account numbers, or other financial account numbers subject to PCI-DSS; (iii) social security numbers, driver's license numbers, or other government identification numbers; (iv) special categories of personal data enumerated in the European Union General Data Protection Regulation ("GDPR"); and (v) any other data subject to heightened regulatory requirements under applicable law.
Services means HookFeed's online application services for webhook ingestion, event processing, dashboard creation, alerting, and related analytics, and Support.
Site means hookfeed.com, or any other website operated by HookFeed for the purpose of offering or providing Services, including any subdomains.
Support means the use of the Documentation, and any live human support that is included with the Plan that Customer purchases.
Term means the initial term and any renewal terms, collectively.
Third-Party Services means any third-party service, application, platform, or integration that interoperates with the Services, whether by sending Inbound Data to HookFeed or receiving data from HookFeed at Customer's direction.
Usage Information means system-generated data about Customer's use of the Services, such as user navigation on the Services interface, resource utilization, event volume metrics, feature usage patterns, and analytics derived therefrom.
View means a visualization or output configured within a Feed, such as a table, metric card, or chart.