Hoiio Developer Agreement
HOIIO DEVELOPER AGREEMENT
THIS IS A LEGAL AGREEMENT BETWEEN YOU AND HOIIO PRIVATE LIMITED
("HOIIO") STATING THE TERMS THAT GOVERN YOUR PARTICIPATION AS A HOIIO
IN ORDER TO USE THE HOIIO API AND SERVICES ("SERVICES"), YOU MUST
FIRST READ THIS HOIIO DEVELOPER AGREEMENT ("AGREEMENT") BEFORE
PRESSING THE "AGREE" BUTTON. BY PRESSING "AGREE", YOU ARE
AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE
TERMS OF THIS AGREEMENT, PRESS "CANCEL" AND YOU WILL BE UNABLE TO
BECOME A HOIIO DEVELOPER.
Hoiio Developer Agreement
1. Relationship with Hoiio.
You understand and agree that by becoming a Hoiio Developer, no legal
partnership or agency relationship is created between you and Hoiio. Neither
you nor Hoiio is a partner, an agent or has any authority to bind the other.
You agree not to represent otherwise. You also certify that you are of the
legal age of majority in the jurisdiction in which you reside and you represent
that you are legally permitted to become a Hoiio Developer. This Agreement is
void where prohibited by law and the right to become a Hoiio Developer is not
granted in such jurisdictions.
2. Grant of Rights to Use Services.
Subject to your acceptance of and compliance with this Agreement and with
the payment requirements for the Services, Hoiio hereby grants you a limited,
non-exclusive, non-transferable, revocable, non-sublicenseable right and
license, in and under our intellectual property rights, to access and use the
Services, solely in accordance with the terms and conditions of this Agreement.
Unless explicitly stated otherwise, any new features provided by Hoiio that
augment or enhance the current Services shall also constitute
"Services" and shall be subjected to these terms and conditions.
You may write a software application or website ("Application")
that interfaces with the Services. You acknowledge that we may change,
deprecate or republish APIs for any Service or feature of a Service from time
to time, and that it is your responsibility to ensure that calls or requests
you make to our Service are compatible with then-current APIs for the Service.
Hoiio will attempt to inform you of any changes with reasonable notice so you
can adjust your Application, but we are under no obligation to do so. You and
any Applications that you may build, distribute, or otherwise create may make
network calls or requests to the Services, or may receive phone calls via the
Service, at any time that the Services are available. You may use the Services
to execute Applications owned or lawfully obtained by you. You are solely
responsible for your Applications, including any data, text, images or content
contained therein. You are personally responsible for all traffic originating
from your Applications using your account credentials to the Services. As such,
you should protect your authentication keys and security credentials. Actions
taken using your credentials shall be deemed to be actions taken by you, with
all consequences including service termination, civil and criminal penalties.
You further agree to abide by all applicable local, state, national, foreign
and international laws and regulations and that You will be solely responsible
for all acts or omissions that occur under Your account or password, including
the content of Your transmissions through the Service.
3. Developer Benefits.
As a Hoiio Developer, you may have the opportunity to attend certain Hoiio
developer conferences, technical talks, and other events ("Hoiio
Events"). In addition, you may gain access to the Hoiio Developer Portal
("Portal") and documentations, code samples or materials displayed on the Hoiio
Developer Website ("Content"). Hoiio may change, suspend or discontinue
providing the Hoiio Events, Portal and Content to you at any time, and may
impose limits on certain features and materials offered or restrict your access
to parts or all of materials without notice or liability.
You agree not to exploit the Services, Hoiio Events, Portal or Content
provided to you as a Hoiio Developer, in any unauthorized way, including but
not limited to, by trespassing, burdening network capacity or using the
Services, Portal or Content other than for authorized purposes. Copyright and
other intellectual property laws protect the Portal and Content provided to
you, and you agree to abide by and maintain all notices, license information,
and restrictions contained therein.
You may not copy, decompile, reverse engineer, disassemble, attempt to
derive the source code of any software or security components of the Services,
Portal, or of the Content. Use of the Services, Portal or Content to violate,
tamper with, or circumvent the security of any computer network, software,
passwords, encryption codes, technological protection measures, or to otherwise
engage in any kind of illegal activity, or to enable others to do so, is
expressly prohibited. Hoiio retains ownership of all its rights in the
Services, Hoiio Events, Portal and Content, and except as expressly set forth
herein, no other rights or licenses are granted or to be implied under any
Hoiio intellectual property.
5. Emergency Services, Number Portability and Directory Service.
You acknowledge and understand that we do NOT currently allow you to access
any 911 or similar emergency services (no traditional 911, E911, or similar
access to emergency services). In additions, you also acknowledge and
understand that we do NOT currently provide number portability and directory
services unless we specify in the Services. The Services are not intended to
replace any primary phone service, such as a traditional landline or mobile
phone, which may be used to contact emergency services.
Hoiio reserves the right, at its discretion, to modify this Agreement,
including any rules and policies at any time. You will be responsible for
reviewing and becoming familiar with any such modifications (including new
terms, updates, revisions, supplements, modifications, and additional rules,
policies, terms and conditions) ("Additional Terms") communicated to
you by Hoiio. All Additional Terms are hereby incorporated into this Agreement
by this reference and your continued use of the Service or Portal will indicate
your acceptance of any Additional Terms.
Hoiio may be sending communications to you from time to time. Such
communications may be in the form of phone calls, SMS and/or emails and may
include, but not be limited to, marketing materials, technical information, and
updates and/or changes regarding your participation as a Hoiio Developer. By
agreeing to this Agreement, you consent that Hoiio may provide you with such
You agree that any information disclosed by Hoiio to you in connection with
Hoiio Events, Portal or Content, will be considered and referred to as
"Hoiio Confidential Information". Notwithstanding the foregoing,
Hoiio Confidential Information will not include: (i) information that is
generally and legitimately available to the public through no fault or breach
of yours, (ii) information that is generally made available to the public by
Unless otherwise expressly agreed or permitted in writing by Hoiio, you
agree not to disclose, publish, or disseminate any Hoiio Confidential
Information to anyone other than to other Hoiio Developers who are employees
and contractors working for the same entity as you and then only to the extent
that Hoiio does not otherwise prohibit such disclosure. You further agree to
take reasonable precautions to prevent any unauthorized use, disclosure,
publication, or dissemination of Hoiio Confidential Information.
9. Term and Termination.
The term ("Term") of this Agreement will commence once you accept
this Agreement. You may terminate your participation as a Hoiio Developer at
any time, for any reason, by notifying Hoiio in writing of your intent to do
so. Hoiio may suspend or terminate you as a Hoiio Developer at any time in
Hoiio's sole discretion. If Hoiio terminates you as a Hoiio Developer, Hoiio
reserves the right to deny your reapplication at any time in Hoiio's sole
Upon our suspension of your use of any Services, in whole or in part, for
any reason: (i) fees will continue to accrue for any Services that are still in
use by you, notwithstanding the suspension; (ii) you remain liable for all
fees, charges and any other obligations you have incurred through the date of
suspension with respect to the Services; and (iii) all of your rights with
respect to the Services shall be terminated during the period of the
Upon termination of this Agreement for any reason: (i) you remain liable for
all fees, charges and any other obligations you have incurred through the date
of termination with respect to the Services; and (ii) all rights and licenses
granted to you by Hoiio will cease immediately, and you agree to destroy any
and all Hoiio Confidential Information that is in your possession or control.
Following termination of this Agreement, Sections 1, and 8-16 shall continue to
bind the parties.
10. Hoiio Independent Development
Nothing in this Agreement will impair Hoiio's right to develop, acquire,
license, market, promote or distribute products, software or technologies that
perform the same or similar functions as, or otherwise compete with, any other
products, software or technologies that you may develop, produce, market, or
distribute. In the absence of a separate written agreement to the contrary,
Hoiio will be free to use any information, suggestions or recommendations you
provide to Hoiio pursuant to this Agreement for any purpose, subject to any
applicable patents or copyrights.
11. No Warranty
HOIIO AND ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES,
AGENTS, PARTNERS, AND LICENSORS (COLLECTIVELY, "HOIIO" FOR PURPOSES
OF THIS SECTION 10 AND 11) DO NOT PROMISE THAT THE SERVICES, PORTAL, CONTENT
(INCLUDING, FUNCTIONALITY OR FEATURES OF THE FOREGOING), OR ANY OTHER
INFORMATION OR MATERIALS THAT YOU RECEIVE AS A HOIIO DEVELOPER (COLLECTIVELY,
THE "SERVICE" FOR PURPOSES OF THIS SECTION 10 AND 11) WILL BE
ACCURATE, RELIABLE, TIMELY, SECURE, ERROR-FREE OR UNINTERRUPTED, OR THAT ANY
DEFECTS WILL BE CORRECTED. THE SERVICE IS PROVIDED ON AN "AS-IS" AND
"AS-AVAILABLE" BASIS AND THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE.
HOIIO CANNOT ENSURE THAT ANY CONTENT (INCLUDING FILES, INFORMATION OR OTHER
DATA) YOU ACCESS OR DOWNLOAD FROM THE SERVICE WILL BE FREE OF VIRUSES,
CONTAMINATION OR DESTRUCTIVE FEATURES. FURTHER, HOIIO DOES NOT GUARANTEE ANY
RESULTS OR IDENTIFICATION OR CORRECTION OF PROBLEMS AS PART OF THE SERVICE AND
HOIIO DISCLAIMS ANY LIABILITY RELATED THERETO. HOIIO DISCLAIMS ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. HOIIO DISCLAIMS ANY AND
ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN
CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICE. YOU ASSUME TOTAL
RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE SERVICE, INCLUDING, BUT NOT
LIMITED TO, AND ANY INFORMATION OBTAINED THEREON. YOUR SOLE REMEDY AGAINST
HOIIO FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS
LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
You shall indemnify and keep Hoiio and third parties who contribute to the
Service, indemnified against any claims, proceedings, taxes, liabilities,
loss(whether direct, indirect or consequential), damage, cost(including legal
costs on a full indemnity basis) arising out of or in connection with any acts
by you, any breach of the terms or conditions of this Agreement by you, or any
materials or information communicated by you, which lads wholly or partially to
claims against Hoiio or any third party who contributed to the Service.
13. Disclaimer of Liability.
TO THE EXTENT NOT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL HOIIO BE
LIABLE WITH RESPECT TO THE SERVICE FOR SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM
DELAY OF DELIVERY OR FROM LOSS OF PROFITS, DATA, BUSINESS OR GOODWILL, ON ANY
THEORY OF LIABILITY, WHETHER ARISING UNDER TORT (INCLUDING NEGLIGENCE),
CONTRACT OR OTHERWISE, WHETHER OR NOT HOIIO HAS BEEN ADVISED OR IS AWARE OF THE
POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS
AGREEMENT, HOIIO IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT
ARISES OUT OF OR IS IN ANY WAY CONNECTED TO YOUR USE OF THE SERVICE, HOIIO'S
ENTIRE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO
FIFTY DOLLARS (USD$50.00).
Notices made by us under this Agreement for you specifically will be
provided to you via the email address provided to us in your registration for
the Services or in any updated email address you provide to us. It is your
responsibility to keep your email address current and you will be deemed to
have received any email sent to any such email address, upon our sending of the
email, whether or not you actually receive the email. For notices made by you
to us under this Agreement and for questions regarding this Agreement or the
Services, You may contact Hoiio by emailing us at email@example.com.
15. Third-Party Notices.
Third party software provided by Hoiio to you as a Hoiio Developer may be
accompanied by its own licensing terms, in which case such licensing terms will
govern your use of that particular third party software. Mention of third
parties and third party products in any materials, advertising, promotions or
coupons provided to you as a Hoiio Developer is for informational purposes only
and constitutes neither an endorsement nor a recommendation. All third party
product specifications and descriptions are supplied by the respective vendor
or supplier, and Hoiio shall have no responsibility with regard to the
selection, performance, or use of these vendors or products. All
understandings, agreements, or warranties, if any, take place directly between
the vendors and the prospective users.
15. Governing Law
This Agreement shall be governed by the laws of Singapore without regard to
its conflict of law provisions. The parties further submit to and waive any
objections to the personal and exclusive jurisdiction of the courts located
No delay or failure to take action under this Agreement will constitute a
waiver unless expressly waived in writing, signed by a duly authorized
representative of Hoiio, and no single waiver will constitute a continuing or
subsequent waiver. This Agreement will bind your successors but may not be
assigned, in whole or part, by you without the written approval of an
authorized representative of Hoiio. Any non-conforming assignment shall be null
and void. If any provision is found to be unenforceable or invalid, that
provision shall be limited or eliminated to the minimum extent necessary so
that this Agreement shall otherwise remain in full force and effect and
enforceable. This Agreement constitutes the entire agreement between the
parties with respect to its subject matter and supersedes all prior or
contemporaneous understandings regarding such subject matter. No addition to or
removal or modification of any of the provisions of this Agreement will be
binding upon Hoiio unless made in writing and signed by an authorized
representative of Hoiio. The parties hereto confirm that they have requested
that this Agreement and all attachments and related documents be drafted in
Revision: 20th July 2011