Terms of Service (Archived on May 27, 2014)
Last updated: March 6, 2012
By using the HipChat.com web site (the “Site”) or any applications, software (including without limitation the API) or services made available through the Site or by HipChat, Inc. ("HipChat" or “we”) (the Site, together with such applications, software or services, collectively, the “Service”), you acknowledge that you have read and understood and are agreeing, and have the authority, to be bound by the following terms and conditions ("Terms of Service"). If you do not have such authority, or if you do not agree with this Terms of Service, do not use the Service.
HipChat reserves the right to update and change this Terms of Service without notice. New features that change the current Service shall be subject to this Terms of Service. Continued use of the Service after any such updates or changes shall constitute your consent to such updates or changes. If any update or change to this Terms of Service is not acceptable to you, your only remedy is to stop accessing and using the Service. You can review the most current version of this Terms of Service at any time at: https://www.hipchat.com/terms.
2. Registration and Account Security; Conditions
By signing up for and using HipChat you agree to the following:
- You are eighteen (18) years of age or older and have full power and authority to enter into this Terms of Service.
- You have a valid email address.
- You will not provide any false personal information on or through the Service, or create an account for anyone other than yourself without permission.
- Your login will only be used by one person, and you will not share a single login with any other person.
- You will not share your password, let anyone else access your account, or do anything else that might jeopardize the security of your account.
- You are responsible for all software, data, text, images, audio, video and other content (“Content”) posted and activity that occurs under your account (even if Content is posted by someone else using your account), and you have all rights necessary to upload all Content uploaded to the Service through your account (“Your Content”) to the Service and to grant HipChat the right to provide the Service in connection with Your Content.
- Your Content and your other activities in connection with the Service do not and will not violate, infringe, or misappropriate any third party’s intellectual property right, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
- You will not use the Service for any illegal purposes, and you will not violate any applicable laws (including without limitation any data, privacy or export control laws).
- You will not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit the Service or make the Service available to any third party; (b) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service or its components, or (c) modify, adapt or hack the Service to falsely imply any sponsorship or association with HipChat or any of its affiliates, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
- You will comply with any codes of conduct, policies or other notices HipChat provides you or publishes on the Service, and you shall promptly notify HipChat if you learn of a security breach related to the Service.
- You will not upload or transmit unsolicited email messages.
- You will not transmit any viruses or any code of a destructive nature.
If you violate the letter or spirit of this Terms of Service, or otherwise create possible legal exposure for HipChat or any of its affiliates, we can stop providing all or part of the Service to you. We will generally try to notify you, but have no obligation to do so. You may delete your account or uninstall the application for the Service at any time.
3. Payment, Refunds, Upgrading and Downgrading Account Terms
All accounts have a 30 day free trial. A valid credit card is required after the 30 day period if you wish to continue using the Service. The amount and nature of access you have to Your Content at the end of the 30 day free trial is at the sole discretion of HipChat and can change at any time.
Paying accounts are billed on a monthly basis and all payments are non-refundable. If an account is canceled, refunds for partial months of service or refunds for months unused with that account will not be made.
Fees do not include taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties.
If you upgrade or downgrade your plan type, the credit card that you provided will automatically be charged the new rate on your next billing cycle.
You may change the credit card being used any time in the Plans & Billing section of the Admin page for your account.
Downgrading your Service may cause the loss of content, features, or capacity of your account. HipChat will have no liability for such loss. We will try to notify you if this will happen.
[If you are using the Service as a member of a group that has set up an account with the Service, (a) the payment terms of this Section 3 will apply only to the group account and (b) if the group account is downgraded, suspended or terminated, your account will also be downgraded, suspended or terminated, respectively.]
4. Cancellation and Termination of Services
You are solely responsible for canceling your account (without limiting HipChat’s other rights to suspend or terminate your account). You can cancel your account at any time by clicking on the Plans & Billing section of the Admin page for your account.
All of Your Content will be deleted from the Service 90 days after the date of cancellation or termination of your account. This Content cannot be recovered.
If you cancel [your account]/[a group account] before the end of your current paid month, [your account]/[the group account] will remain active until the end of the current billing cycle. No partial refunds will be given.
HipChat has the right to suspend or terminate your account and refuse any and all use of the Service for any reason at any time. Such termination of the Service will result in the termination of your account or your access to your account, and of all Your Content in your account.
HipChat reserves the right to refuse registration and use of the Service to anyone for any reason at any time.
5. Modifications to the Service and Prices
HipChat reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice.
Prices of all paying plans are subject to change. You will receive 30 days notice from us. Notice may be provided at any time by posting the changes to the Service (including the Site).
HipChat is not liable to you for any modification, price change, suspension or discontinuance of the Service.
6. Copyright and Content Ownership
All Your Content must comply with all applicable law, including all intellectual property laws.
We claim no intellectual property rights over Your Content. Your Content remains yours. However, if you or anyone else makes any of Your Content public, you agree to allow others to view and share Your Content. In addition, you hereby grant to HipChat a worldwide, non-exclusive, sublicenseable, royalty-free right and license to fully exercise and exploit Your Content (in whole or in part) in connection with our provision of the Service.
HipChat does not screen Content, but HipChat has the right (but not the obligation) in its sole discretion to refuse or remove any Content, or to terminate or suspend any account that HipChat determines in its sole discretion contains Content that is illegal, obscene, objectionable or violates any party's intellectual property or this Terms of Service. HipChat also reserves the right to access your account in order to respond to your requests for technical support.
From time to time you may give HipChat suggestions or feedback about the Service. If you do so, you hereby grant to HipChat a worldwide, non-exclusive, sublicensable, assignable, royalty-free, perpetual, paid-up, irrevocable right (including moral rights) and license to fully exercise and exploit such suggestions or feedback (and all related rights) for any purpose.
The Service and all Content available on the Service is protected by United States and foreign intellectual property laws. Other than Your Content, you have no rights in or to any such Content, and you will not use, copy or display such Content except as permitted under this Agreement in connection with the Service. The Service (including the look and feel thereof) is protected by intellectual property laws, and except for the limited right to access and use the Service as permitted through your account, no license or other right under any intellectual property rights of HipChat or any of its affiliates is granted to you in connection with the Service. Without limiting the foregoing, you may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements of the Service without expressed written permission from HipChat.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Service infringes your copyright, you (or your agent) may send HipChat a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Service should be sent to HipChat at:
1098 Harrison St
San Francisco, CA 94103
By email: email@example.com
The HipChat HTTP Application Programming Interface (“API”) allows groups to access account and member data of members within such groups for use in other applications. API usage is subject to the all the terms in this Terms of Service, as well as the following:
- We reserve the right to terminate or suspend your usage of the API at any time for any reason, including without limitation if we detect usage we determine to be abusive or harmful to the Service.
- You will not share your API authentication token with anyone who should not have access to the group's data, and you will not access any data or content of any user of the Service that is not a member of your group.
- If you are part of a group, you hereby consent to your group accessing any of Your Content on the Service.
You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to HipChat’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service. We try to keep the Service bug-free and secure; however, we cannot guarantee that we will be successful in doing so, so your use of the Service is at your own risk. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. HipChat will have no liability to you for any unauthorized access to or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
9. Disclaimer of Warranties
THE SERVICE, INCLUDING WITHOUT LIMITATION THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND HIPCHAT (ON BEHALF OF ITSELF AND ITS AFFILIATES) EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT HIPCHAT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE AND NO INFORMATION OR SERVICES OBTAINED BY YOU FROM HIPCHAT OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL HIPCHAT (OR ITS AFFILIATES) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION. IN ADDITION, HIPCHAT AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TERMS OF SERVICE BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TERMS OF SERVICE.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY TO THE GREATEST EXTENT PERMITTED BY LAW.
You shall defend, indemnify, and hold harmless HipChat and its affiliates from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any of Your Content that is uploaded, posted or otherwise transmitted to or through the Service, or your other access, contribution to, use or misuse of the Service. HipChat shall provide notice to you of any such claim, suit or demand. HipChat reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting HipChat’s defense of such matter.
The failure of HipChat to exercise or enforce any right or provision of this Terms of Service shall not constitute a waiver of such right or provision. This Terms of Service constitutes the entire agreement between you and HipChat and govern your use of the Service, superseding any prior agreements between you and HipChat (including, but not limited to, any prior versions of this Terms of Service). This Terms of Service shall be governed by the laws of the State of California without regard to the principles of conflicts of law. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located in San Francisco, California, for the purpose of resolving any dispute relating to your access to or use of the Service.
Questions about the Terms of Service should be sent to firstname.lastname@example.org