Terms and Conditions
Terms and Conditions
Please read all the terms and conditions of this agreement carefully. By clicking “I agree,” or by using the Hawke AI Services, you (“Customer”) agree to be bound by the terms and conditions of this agreement, even if you have not read them. It is important to read this entire agreement. In particular, it contains provisions that may limit your rights, such as the section entitled limitations.
- Services: The Customer is entering into an agreement with Hawke Media LLC to use the Hawke AI Services (“Service(s)”) which consist of a suite of online marketing, digital media management tools and development platforms, located at https://hawkeai.wpengine.com/ (the “Website”, “Hawke AI”), which can include tools for research and analysis, campaign management, analytics and conversion tracking, and development. Among other things, the Services enable Customers to (a) obtain information related to their ongoing advertising campaigns, and (b) generate reports, analytics, and automation on web pages or advertising campaigns.
- Fees: Customer will pay Hawke AI the one-time and recurring monthly fees specified on the Website. Any payment not made when due will be subject to interest of two percent (2%) per month compounded monthly (equivalent to a yearly interest rate of 26.86%). Failure by the Customer to pay within 15 days of the date due may result in immediate termination of Services without notice. Hawke AI may alter its fees at any time on 30 days notice.
- Term: The Initial Term is defined by the period the Customer selects upon signing up for the Services, typically but not limited to either a monthly or annual basis. The Services shall be automatically renewed for additional terms (each a “Renewal Term”) unless otherwise elected by either party by providing written notice to the other party of at least 30 days prior to the expiration of the Term as then in effect. The Initial Term and any Renewal Terms are collectively referred to as the Term. Notwithstanding the foregoing, no refunds will be processed at any time once a payment has been made and any unpaid but due fees will still be due. Hawke AI may terminate Services by giving the Customer at least 30 days written notice, or without notice if in Hawke AI’s discretion the Customer does not comply with this agreement, or uses the Services for illegal or improper purposes. Hawke AI will retain Customer reports and analytics for the Customer’s use for no more than 30 days following termination, unless the Customer deletes it earlier.
- Customer Account: Customer access to the Services requires a logon ID and password. It is the Customer’s responsibility to protect that information, including without limitation, to use effective passwords that are not easily guessed or discoverable, and keep logon ID’s and passwords confidential. Customer is responsible for any activity that occurs under its logon ID. Customer will advise Hawke AI immediately if Customer discovers any compromise of its passwords or suspects unauthorized use of the Services using its identity. A Customer may have up to 5 users per account.
- Customer Obligations: Customer must use the Hawke AI dashboard to connect Customer accounts that provide data (such as Google Analytics, Google Adwords, and Facebook Business Manager). By doing so Customer grants consent to Hawke AI to connect Hawke AI with those accounts and retrieve data from them. Hawke AI has no responsibility for the accurate set-up or maintenance of such third party accounts. Customer may use the Services only in connection with its own websites and social media accounts.
- Ownership and Use: Copyright 2018. All rights reserved. The contents of the Website and Services are owned by and copyrighted by Hawke AI and its suppliers and may contain trademarks of Hawke AI or others. Customer may print, copy or save portions of the Website for its own use only – provided that all copyright and trademark provisions contained on the Website remain intact. Hawke AI uses the information provided by the third party sites to perform its analytics, but does not retain that third party supplied information. Customer owns the information that the Service creates for that specific Customer. Hawke AI may collect, use, share and/or sell aggregate and statistical information that will not identify the Customer based on information created by the Services. The Services may include information or content that is available or accessible to Hawke from a variety of public websites, mobile apps, and other products or services. Customer authorizes Hawke to access Customer’s publicly accessible websites, mobile apps, and other products and services, and collect, store, and use information and content available therein in connection with Hawke’s business, including to improve the Services and create other products and services. In the course of using the Services, Customer may provide information or content that may be used by Hawke in connection with the Services and which may be visible to third parties (“User Submissions”). Customer understands that by posting any such User Submissions on the Services or otherwise providing them to Hawke in connection with Customer’s access to or use of the Services, Customer hereby grant to Hawke a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, freely sublicensable and freely transferable right and license to use, including to modify, reproduce, distribute, prepare derivative works of, reformat, translate, display, perform, and otherwise commercially exploit, such User Submissions (including all related intellectual property rights and other proprietary rights) for any purpose, in any format, through any channel, and without any further obligation to Customer. Hawke reserves the right to remove any User Submissions from the Services at any time, for any reason. As between Customer and Hawke, Customer is solely responsible and liable for all User Submissions that Customer uploads, posts, emails, transmits, or otherwise disseminates using, or in connection with, the Services. Customer hereby represent sand warrants that Customer possesses, and will maintain, all rights, titles, and interest in and to the User Submissions, and that Customer has the full right and authority to grant the rights and licenses granted to Hawke herein with respect to such User Submissions.
- Warranty: Hawke AI does not warrant that the Services are error free, or that they will satisfy the Customer’s expectations.
The Customer acknowledges that Hawke AI may provide Services using services and software provided by third parties. Notwithstanding anything else contained in this agreement, Hawke AI’s (and such third party’s) warranties and liabilities for any matters arising from such services and software shall not exceed those provided to Hawke AI from such third parties.
Hawke AI will use reasonable business efforts to enforce any service level and warranty obligations of its suppliers.
- Limitations: All promises made by Hawke AI are contained in this agreement. No promises implied by law (whether described as warranties, conditions, representations, or otherwise, and whether relating to merchantability, fitness, non-infringement, or otherwise) apply.
The Customer cannot collect any damages from Hawke AI for any reason whatsoever (whether under legal theories of contract, tort, negligence, strict liability, operation of law or otherwise) that are not direct damages or that exceed the amount paid by the Customer to Hawke AI hereunder for a 6 month period for the Services from which the claim arises.
Hawke AI relies on these limitations when entering this agreement and setting its fees. They are a fundamental and essential part of our arrangement, and apply even if this agreement has failed in its fundamental or essential purpose or been fundamentally breached.
- Confidential Information: Confidential Information is all information of either party that is not generally known to the public, whether of a technical, business or other nature (including, without limitation, trade secrets, know-how and information relating to technology, business plans, assets, liabilities, prospects, finances, source and object code, product capabilities or lack thereof, identity and number of a party’s employees or contractors and their backgrounds or knowledge, identity of customers or business partners), that is disclosed by a party to the other or that is otherwise learned by the other in the course of its discussions or business dealings with the other, and that has been identified as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as proprietary and/or confidential.
Confidential Information shall not include (except for any personally identifiable information about an individual that relevant privacy legislation or policies do not allow to be disclosed): (a) any Confidential Information that is in the public domain at the time of its disclosure or which thereafter enters the public domain through no action of the receiving party, direct or indirect, intentional or unintentional; (b) any Confidential Information which the receiving party can demonstrate was in its possession or known to it prior to its receipt, directly or indirectly, from the other party; (c) any Confidential Information that is disclosed to the receiving party by another party not in violation of the rights of the other party or any other person or entity; or (d) any Confidential Information which is either compelled by law or by the order of a court of competent jurisdiction to be disclosed.
The parties shall (i) not use Confidential Information for any purpose other than that contemplated by this agreement; (ii) not disclose Confidential Information to anyone without the prior written authorization of the disclosing party, during the term of this agreement or at any time thereafter; (iii) handle, preserve and protect Confidential Information with at least the same degree of care that it affords or would afford to its own Confidential Information, including taking all reasonable efforts to avoid disclosure of such Confidential Information to any third party, at any time; and (iv) disclose Confidential Information only to its employees or subcontractors who require such information in order to perform the party’s obligations with the other, and are under confidentiality obligations.
- Non-solicitation: In instances where the Customer provides marketing services to other businesses, Hawke AI agrees that during the Term, and for a period of one year thereafter, no marketing or sales communication will be sent to the Customer’s clients based on the Confidential Information contained in the HawkeAI platform. If in the instance where any of the Customer’s client’s appear on a prospect list of a Hawke Media sales representative generated through means other than HawkeAI data, any correspondence by Hawke Media will cease upon Customer’s notification to HawkeAI of such communication.
- Promotion: Hawke AI may for promotional purposes identify the Customer as a customer by using Customer’s logo and name.
- Prior agreement: This agreement contains the complete and exclusive statement of the agreement between the parties and supersedes all prior and contemporaneous agreements, purchase orders, understandings, proposals, negotiations, representations or warranties of any kind whether written or oral. No oral or written representation that is not expressly contained in this agreement is binding on either party. This agreement cannot be amended or modified, other than by a change made in writing, dated and executed by the parties. If there is both an executed version of this agreement and a version entered by other means the executed version shall govern if the terms differ.
- Survival: The provisions of this agreement pertaining to Confidential Information, privacy, and ownership shall survive the termination of this agreement. Other sections pertaining to rights and obligations which by their nature should survive termination are hereby confirmed to so survive.
- Force Majeure: Hawke AI is not liable for an omission or delay in the execution of its obligations hereunder caused by an event beyond its reasonable control. The time for the performance of the obligation that is so delayed shall be extended by a reasonable time, but payments by Customer shall not be delayed.
- Notice: All required notices, or notices which may be provided in accordance with this agreement, shall be in writing and shall be duly satisfied if the notice is remitted to its addressee by courier, mail, or e-mail, if to Hawke AI to firstname.lastname@example.org and if to the Customer to the address provided by the Customer, or such other address as the party which is to receive the notice indicates to the party providing the notice, in the manner provided for in this section. Every notice delivered in the manner provided for herein shall be deemed to have been received: when delivered or by e-mail the first business day after the date received; or the fifth business day following the date of mailing, if sent by mail.
- Changing these terms: Hawke AI may change these terms by posting notice on the Website. These terms were last revised on September 8, 2023.