OW.LY TERMS OF USE

Welcome to the ow.ly website located at http://ow.ly (the "Website") which includes all subdomains present and future, and the ow.ly application (collectively referred to as the "Services"). We hope you enjoy your visit and use of the Services. By visiting the Website and / or using the Services, you agree to be bound by the terms of the present agreement, known as the Terms of Use (the "TOU").

ow.ly is owned and operated by HootSuite Media Inc. ("HootSuite Media"), a duly incorporated company in the province of British Columbia, Canada. Where the present TOU refers to "ow.ly", it may refer to ow.ly or HootSuite Media or both, depending on the context.

The TOU were last modified on June 4, 2013. ow.ly reserves the right, at any time and without prior notice, to modify, or replace any of the TOU. Any changes to the TOU can be found at this URL. It is your responsibility to check the TOU periodically for changes. Your use of the Services following the posting of any changes to the TOU constitutes acceptance of those changes.

The TOU should be read in conjunction with the Privacy Policy and Copyright Policy, as these three documents govern your use of the Services.

If you have any questions about the TOU, please contact:

HootSuite Legal Services
legal@hootsuite.com

or:
HootSuite Legal Services
c/o HootSuite Media, Inc.
5 East 8th Avenue.
Vancouver, BC V5T 1R6
CANADA

Registration via Twitter

While some features of the Services are available to users without registering, certain features are only available to users who register using their valid Twitter account information. When you register to use the Services in this manner, you may be referred to in the present TOU as a "Logged-in User".Registration via Twitter is handled via Twitter’s application programming interface (API) over secure HTTPS using the OAuth protocol. By using the Services as a Logged-in User, you agree to be bound by Twitter’s Terms of Service and Privacy Policy. By using the Services as a Logged-in User, you agree that ow.ly will be able to access certain features of your Twitter account; these features do not include accessing your direct messages or seeing or modifying your Twitter password. You can cancel Twitter’s ability to connect with the Services by visiting the Apps tab on your Twitter settings page.

Accessing the Services through HootSuite

The Services are available to users of the HootSuite services (see http://hootsuite.com/) through that interface. If you are accessing and using the Services in this manner you agree to be bound by HootSuite’s Terms of Service and Privacy Policy. Certain features of ow.ly may only be available to HootSuite users.

Accessing Certain Aspects of the Services via a Third Party

ow.ly allows third parties to perform URL shortening using ow.ly technology and resources via an Application Programming Interface (API). If you access this aspect of the Services in this manner, you are bound by the Terms of Service or Terms of Use and Privacy Policy of the third party, which we encourage you to visit.

General Code of Conduct for Use of the Services

By using the Services, you agree to:

(i) Not use the Services in any manner that in any way violates these TOU;

(ii) Not use the Services in any manner that violates any intellectual property rights of any third party;

(iii) Not upload any content that is unlawful, such as content that is threatening, abusive, harassing, defamatory, libelous, fraudulent, invasive of another’s privacy, or tortuous;

(iv) Not upload any content that may be considered spam, including but not limited to unsolicited advertising or bulk electronic mail or messages, nor use the Services in any manner that may be considered spam, including but not limited to using the URL shortener to link to a spam or phishing website;

(v) Not upload any content that contains software viruses, Trojan horses, worms, or any other malicious or non-malicious computer code, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment in any form whether belonging to ow.ly or a third party, or to damage or obtain unauthorized access to any system, data, password or other information of ow.ly, other ow.ly users, or any other third party;

(vi) You shall not: (i) take any action that imposes or may impose (as determined by Ow.ly in its sole discretion) an unreasonable or disproportionately large load on ow.ly’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper functioning of the Services or any activities conducted on the Services; (iii) bypass any measures Ow.ly may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Website; or (vi) harvest or scrape any User Content from the Services in an unreasonable manner;;

(vii) Not upload any content containing any information of a personal or identifiable nature of any third party without their express permission;

(viii) Use the services in compliance with all local, state / provincial, national, and international laws;

(ix) Not allow any third party to use the Services in your name or with your Twitter login or HootSuite login information that in any way violates these TOU. Where you have failed in this obligation, you shall be wholly responsible for any actions by third parties in this regard.

External Links

From time to time ow.ly, or other users of the Services, may provide links to other websites or services. Links from the Services may take you to websites or services not covered by these TOU. When you access third party resources on the Internet in this manner, you do so at your own risk. ow.ly, or other users of the Services, provide those links as a convenience to you and ow.ly takes no responsibility for the protection of your privacy on those other websites or services. We encourage you to check the Terms of Use and / or Privacy Policy of any website or service you visit. ow.ly does not make any claim or warranty whatsoever about the content of those websites or services to which we, or other users of the Services, link.

In no way will ow.ly be held responsible for any damages, direct or indirect, pecuniary or non-pecuniary, for your use of websites or other services that may be linked to or the information thereon, or any virus, Trojan horse, worm or other similar destructive file received as a result of your use of those websites or services, or caused by or in connection with, use of or reliance on any content, goods or services available on or through any linked-to website or service, or the actions of the operators of any such website or service.

Copyright and Intellectual Property Rights

The content, arrangement and layout of the Services, including, but not limited to, the trademarks, photos, images, text (in the form of plain text, HTML, or PDFs) and computer code are proprietary to ow.ly, either owned or under license, and may not be copied, imitated, reproduced, displayed, distributed, transmitted, decompiled or otherwise used without the express permission of ow.ly. Any unauthorized use of the content, arrangement or layout of the Website, computer code, or images or trademarks found in the Website or any derivative works thereof may violate civil or criminal laws, including but not limited to intellectual property laws, and ow.ly may take action accordingly.

The above paragraph further applies to third party property used as part of the Services, including but not limited to third party computer code.

Copyright and Intellectual Property Rights of User Content

As a Logged-in User, you may use the Services to upload, certain file types including but not necessarily limited to audio clips, written posts and comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services (the "User Content"). By uploading User Content, you agree to be bound by the ow.ly Copyright Policy.

Furthermore, you shall be solely responsible for your own User Content and the consequences of uploading, posting or publishing said User Content. In connection with User Content, you affirm, represent, and/or warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize ow.ly to use all intellectual property rights and other proprietary rights in and to the User Content and have all necessary consents to collect, use and disclose any personally identifiable information, images, or sounds contained or displayed in the User Content to enable inclusion and use of the User Content in the manner contemplated by the Services and these TOU.

For clarity, you retain all of your ownership rights in the User Content you upload. However, by submitting User Content to ow.ly, you hereby grant ow.ly a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, edit, reproduce, distribute, display, and perform and otherwise fully exploit the User Content in connection with the Services and ow.ly's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Ow.ly Website (and derivative works thereof) in any media formats and through any media channels. You also hereby waive any moral rights you may have in your User Content and grant each user of the Services a non-exclusive license to access your User Content, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Services and under these TOU.

You understand and agree that Ow.ly may retain, but not display or distribute, server copies of User Content that have been removed or deleted. The above licenses granted by you in regards the User Content are perpetual and irrevocable.

Where you are accessing User Content of another ow.ly user, you acknowledge that any use of User Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any third party resulting therefrom.

Availability of User Content

While every effort is made to ensure User Content is readily available at its designated URL, ow.ly makes no guarantees that any User Content will be available at any given time. Furthermore, ow.ly retains the authority to remove, edit, or modify any User Content uploaded that we deem inappropriate for any reason whatsoever, whether or not it is in violation of these TOU, at its sole discretion, without any notice to you.

If you upload User Content using the Services via HootSuite and use the scheduling function, you acknowledge that the User Content may be available at its designated URL to other ow.ly users or members of the public prior to the link being shared by you via HootSuite or your social media accounts used by HootSuite.

Interruption of Service

From time to time, the Services may be unavailable for brief periods of time for maintenance and / or modifications to the Services. While we will endeavour to make this unavailability as brief as possible, ow.ly shall not be held liable for any damages resulting from the interruption of the normal functioning of the Services, any disclaims any responsibility thereto.

Termination of the Services

You agree that ow.ly, in their sole discretion, with or without cause, has the right (but not the obligation) to block your Twitter username or IP address, or otherwise terminate your access to or use of the Services (or any part thereof), immediately and without notice, for any reason, including, without limitation, if ow.ly believes that you have acted inconsistently with the letter or spirit of the TOU.

ow.ly may also, in their sole discretion and at any time, discontinue providing the Services, or any part thereof, with or without notice. Furthermore, you agree that the ow.ly shall not be liable to you or any third party for any damages resulting from termination of your access to the Services, or from ow.ly’s termination of the Services or any part thereof.

All provisions of these TOU which by their nature should survive termination shall survive termination of the Services, including without limitation, intellectual property ownership provisions, disclaimer of warranties, indemnity and limitations of liability.

Indemnity

Notwithstanding any other term of the TOU or any act or failure to act by ow.ly or its agents or subcontractors, you agree to indemnify, defend and hold harmless ow.ly and their officers, directors, owners, partners, partnerships, principals, employees, affiliates and other related entities, servants, agents, representatives, successors and assigns from and against any damages, liabilities, costs and expenses (including reasonable attorneys’ fees), claims or demands, arising out of (i) your use of or connection to the Services or the information therein, (ii) your participation in any activities arising from the Services, (iii) your violation of, or failure to perform your obligations under the TOU or, (iv) your violation of any rights of a third party.

Disclaimer of Warranties

Ow.ly has no special relationship with or fiduciary duty to you. You acknowledge that Ow.ly has no control over, and no duty to take any action regarding: (i) which users gains access to the Services; (ii) what User Content you access via the Services; (iii) what effects the User Content may have on you; (iv) how you may interpret or use the User Content; or (v) what actions you may take as a result of having been exposed to the User Content.

You expressly understand and agree that your use of the Services, the information therein, or any User Content is at your sole risk. The Services, or any third party materials including User Content, are provided on an "as is" and "as available" basis, and you will be solely responsible for any damage to your computer system or loss of data that results from the download, stream or access of any material obtained through the use of the Services or any other functionalities of the Services. The information provided through the Services written by ow.ly staff is known to be as accurate as possible at the time of writing, and every effort has been made to ensure that the information from the Services is as accurate and up-to-date as possible. However, certain information may change, and errors may occur, and ow.ly is not responsible for any loss, financial or otherwise, resulting from changes or errors in information. ow.ly expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, warranties of title and non-infringement, warranties that the Services and any third party materials including User Content will be uninterrupted, error-free, accurate, reliable and free from virus and other harmful components, and the implied warranties of merchantability and fitness for a particular purpose. ow.ly, and its directors, employees, agents, suppliers, partners and content providers do not warrant that: (i) the services will be secure or available at any particular time or location; (ii) any defects or errors will be corrected; (iii) any content or software available at or through the Services is free of viruses or other harmful components; or (iv) the results of using the Services will meet your requirements. Your use of the services is solely at your own risk.

Limitation Of Liability

You expressly understand and agree that ow.ly shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses, in contract, tort, strict liability, negligence, general civil liability or any other cause of action under legal or equitable theory, relating to the Services, the information on the Services, the use of the Services, or the third party materials on the Services including but not limited to User Content. This limitation of liability applies, without limitation, to any damages or injury caused by any error, omission or other failure of performance by ow.ly, their affiliates and business partners; any interruption, defect or delay in operation or transmission, including communication line failure; any computer virus; and any theft, destruction or alteration of, or unauthorized access to or use of, any electronic records.

Governing Laws and Jurisdiction

Use of the Services shall be governed by and construed in accordance with the laws of the Province of British Columbia, Canada, in force at the time without regard to conflict of law provisions. You agree that any legal action or proceeding between you and ow.ly shall be brought exclusively in the courts located in Vancouver, British Columbia, Canada.

Miscellaneous Provisions

(i) The TOU, in conjunction with the Privacy Policy and Copyright Policy, constitute the entire agreement between you and ow.ly with respect to your use of the Services, superseding any prior agreements between you and ow.ly. Where you are using the Services as a Logged-in User, you are also subject by the Terms of Service and Privacy Policy of Twitter. Where you are using the Services through HootSuite, you are also subject to the Terms of Service and Privacy Policy of HootSuite.

(ii) ow.ly shall not be liable for any failure to perform its obligations under the present TOU where such failure results from any cause beyond ow.ly’s reasonable control, including, but not limited to, mechanical, electronic or communications failure or degradation.

(iii) If any provision of the TOU or Privacy Policy or Copyright Policy is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOU or Privacy Policy or Copyright Policy, as the case may be, shall remain in full force and effect.

(iv) The section titles in the TOU, Privacy Policy and Copyright Policy are for convenience only and have no legal or contractual effect.

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