Terms of Service

Last updated: October 23, 2023

Hoot Reading Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

1. Introduction

Hoot Reading Inc. (“Hoot Reading,” “us,” “we,” and “our”) owns and operates online services designed to support delivery of Hoot Reading lessons and literacy services, including website applications, content, student-teacher video chats, and tutoring (collectively, the “Services”). The Services are made available to education institutions, households, employers and such other individuals and organizations to whom we agree to offer access to the Services for purchase, from time to time (each a “Customer”), and the education institution or other organization employees, parents, or guardians (each a “User”), for use with their students or children, respectively, subject to these Terms of Service (these “Terms”).

By viewing, accessing, or using the Services, you understand and agree that these Terms are a legally binding agreement between you and Hoot Reading, Inc., and you agree to be contractually bound by these Terms and by any Registration, Order Form, our User Policies, or Master Services Agreement (“MSA”) that attaches or references these Terms (collectively, the “Agreement”). If you do not agree to these Terms, you are prohibited from viewing, accessing, or using the Services. Any viewing, access, and/or use of the Services in violation of these Terms, or in a manner not authorized by these Terms, is expressly prohibited, and is a violation of these Terms.

By agreeing to these Terms, you represent that you are of legal age sufficient to agree in accordance with applicable law; have read, understood, and agree to be bound by these Terms; have all rights, permissions, and consents necessary to provide personal information about your students or children who use the Services you purchase from us; and if you have entered into the Agreement on behalf of an education institution or other organization, you represent that you have the necessary authority to bind that organization to the Agreement.

2. Intellectual Property Rights

The Services, including all trademarks, service marks, logos, documents, graphics, content, and/or other materials viewed or obtained from or through the Services (collectively, the “Materials”), are owned and/or licensed by Hoot Reading, Inc. and are protected by copyright and other intellectual property rights. You have no rights to transfer, reproduce, or prepare any derivative works with respect to the Services or the Materials, or to disclose confidential information pertaining to, the Services or the Materials. These Terms do not convey any right of ownership in or related to the Services, Materials, or other intellectual property owned by Hoot Reading, Inc. Hoot Reading, Inc. reserves all rights not expressly granted in these Terms. You agree to not engage in the use, copying, or distribution of any of the Services or Materials other than expressly permitted in these Terms.

3. Eligibility, Accounts, Password, and Security

A “User Account”, available to Users who are the age of majority in the jurisdiction in which they reside, provides access to the Services and requires a name, email address, age, username, and password. With a User Account, the User becomes a representative of the Customer and their students or children that they designate as members of their User Account (each person so designated, together with those persons designated by a Customer to access the Services on behalf of the Customer, an “Authorized User”).

By opening a User Account, you hereby agree to these Terms. Hoot Reading reserves the right to refuse to register a prospective User Account and/or terminate a User Account at any time, with or without notice.

Users are solely responsible for using the Services in accordance with these Terms, and for all activity that occurs under their User Account. You represent and warrant that any and all information provided to establish your User Account is true and accurate and that you will promptly notify us as may be necessary in the event of any change. You may not authorize others to use your User Account, and may not assign or otherwise transfer their User Account to any other person or entity. You are entirely responsible for maintaining the confidentiality of your password and User Account.

Use of the Services shall be subject to any usage limits or pricing conditions set out in the applicable Registration, Order Form or MSA (as the case may be), including, without limitation, as to field of use, location of use and number of Authorized Users. Customers and Users are solely responsible for designating their Authorized Users (subject always to compliance with the terms and conditions of their Agreement), and, with respect to the use of the Services: (a) Hoot Reading will not be liable or in any way responsible for any defaults or delays in the delivery of the Services that are caused by any Authorized User activity that is contrary to the terms and conditions of these Terms; and (b) you remain responsible for any action or omission of your Authorized Users, to the extent that such action or omission has caused losses, harm or expenses to you or us, as if you had undertaken such acts or omissions yourself. You are also responsible for ensuring that all of your Authorized Users comply with the terms and conditions of these Terms.

If you designate someone who is not the age of majority in the jurisdiction in which they reside (each, a “Minor”) as an Authorized User, you are solely responsible for obtaining the consent of the Minor’s parent or legal guardian to these Terms and their use of the Services, and you represent and warranty that you will obtain all such consents.

You agree to notify Hoot Reading immediately of any known or suspected unauthorized use of your User Account or any other breach of security. Hoot Reading will not be liable for any loss that you may incur as a result of unauthorized persons using your password or User Account, in connection with the User Account, either with or without your knowledge. However, you could be held liable for losses incurred by Hoot Reading or another party due to unauthorized use of your User Account or password in violation of these Terms.

4. User Content

As part of the Services, Users may be able to upload or make viewable content including videos, photographs, text postings or other materials (“User Content”), which may be hosted, published, and shared within the Services. Except where prohibited by law or as otherwise provided in your Agreement, by uploading or otherwise submitting any User Content to us and/or the Services, you automatically grant (or warrant that the owner of such rights has expressly granted) to Hoot Reading a perpetual, royalty-free, fully paid-up, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, and distribute the User Content or incorporate such User Content into any form, medium, or technology (now known or hereafter developed or devised) throughout the universe. In addition, you warrant that all so-called “moral rights” and other rights recognized throughout the world (including without limitation, the European Economic Community) in those materials have been waived in favour of Hoot Reading and our successors and assigns.

You shall be solely responsible for, and assume all liability regarding your own User Content, the consequences of posting or publishing them, and your interaction on the Services. Also, should your User Account be terminated, you will not be given back any of your User Content, nor will you be given access to such User Content, except as required by law or as provided by your Agreement.

Hoot Reading does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and Hoot Reading expressly disclaims any and all liability in connection with User Content. Hoot Reading reserves the right to remove Materials and User Content without prior notice.

You acknowledge that Hoot Reading may or may not pre-screen User Content, but that Hoot Reading and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any User Content that is available via the Services. Without limiting the foregoing, Hoot Reading and its designees shall have the right to remove any User Content that violates these Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any User Content, including any reliance on the accuracy, completeness, or usefulness of such User Content. Hoot Reading further reserves the right to display User Content for marketing, promotional, and advertising purposes, where the User Content is generated otherwise than through an agreement we have with a Customer that is an educational institution.

5. Use of the Services

During the Term of your Agreement, and subject to and conditional on your and your Authorized Users’ compliance with the terms and conditions of your Agreement, Hoot Reading shall provide to you the Services described in the Registration, Order Form and MSA (as the case may be) entered into between you and us from time to time.

The Services are provided solely for your educational (non-commercial) purposes. Any unauthorized use, including without limitation, any commercial use, is prohibited. You agree not to use the Services or Materials for any purpose that is unlawful or prohibited by these Terms, or any other purpose not reasonably intended by us (as determined by us, in our sole discretion). You further agree to abide by all applicable regional, national, and international laws and regulations. Without limiting the generality of the above, you will not, nor will you allow a third party to:

• upload, post, e-mail or otherwise transmit any User Content that:

  • is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, obscene, libelous, invasive of another’s privacy, disrespectful, hateful, or racially, ethnically or otherwise objectionable;

  • you do not have the right to transmit under applicable law or under contractual or fiduciary relationships;

  • infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

  • contains software viruses or worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment;

  • is contrary to An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada) (also known as “CASL”);

• assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Services, or directly or directly grant access to or permit any unauthorized party to access or use the Services or Materials, with or without compensation;

• decompile, disassemble, reverse engineer, copy, modify or create derivative works from the Services (or attempt any of these things);

• use or permit the use of the Services other than for the purposes set out from time to time in your Agreement;

• impersonate any person or entity, including another User, or provide false information to gain access to the Services;

• use the Services in a manner that is in competition with the Services, or otherwise publish, disseminate, distribute, share or make available the Materials, except for the purpose of using the Services as provided in these Terms;

• view or attempt to view records submitted by another User;

• use automated systems (e.g., robots, spiders, etc.) to access the Services;

• forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content on or transmitted through the Services;

• discuss or incite illegal activity or solicit/post sexually explicit images;

• interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;

• harvest, scrape, programmatically crawl, or collect any Materials;

• remove any proprietary notices (e.g., copyright and trademark notices) from either the Services or Materials; or

• not use any method, equipment, device, software or other means to (or designed to) circumvent the pricing structure set out in your Agreement or which otherwise applies to your use of the Services.

In no event does Hoot Reading assume or have any responsibility or liability for any User Content or for any claims, damages or losses resulting from their use and/or appearance on or in conjunction with the Services or elsewhere. Thus, Users remain solely responsible for, and assume all liability regarding their User Content. Hoot Reading reserves the right, in its sole discretion, to edit, delete, or refuse to post any User Content that violates these terms and conditions, as well as revoke the privileges of any User who does not comply with these terms and conditions.

6. Suspension and Removal

We reserve the right to suspend any User Account, remove any User Content, or terminate the User Account and / or deny access to the Services of or to any person we determine (in our sole discretion) violates any of these terms. We also reserve the right to turn over to law enforcement personnel any User Content upload, post, email, transmit or otherwise made available on this Services that we deem may be in violation of these terms or any applicable law.

Notwithstanding the foregoing, Hoot Reading is not required to host, index, or display any User Content uploaded or otherwise provided to Hoot Reading, and may remove or refuse to host, index or display any User Content. Hoot Reading is not responsible for any loss, theft, intellectual property infringement or damages of any kind related to User Content. You agree that we have no responsibility or liability for the deletion of, or the failure to store or to transmit, any information maintained by us, including, without limitation, User Content and Materials. We will provide you access to your User Content, through your use of your User Account, but we are not responsible for copying, extracting or otherwise transferring User Content to you. We retain the right to create limits on use and storage, at our sole discretion, at any time, with or without notice and we reserve the non-expiring right to use, disclose and transfer for value (for commercial purposes or otherwise) the textual and numerical statistical portion of all data in the Services at any time, including usage data, provided that such data is not User Content and shall not be singularly isolated and capable of identifying a particular individual or organization.

You acknowledge, consent and agree that Hoot Reading may access, preserve and disclose your User Account information and User Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with law, request or orders from law enforcement, or any legal process (whether or not such disclosure is required by applicable law); (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third parties; or (e) protect the rights, property or personal safety of Hoot Reading, its Users and the public. When legally permissible, we will notify Customer in advance of such disclosures and reasonably cooperate with Customer to limit the scope of such disclosures.

Notwithstanding any other provision of these Terms or our Privacy Policy, Hoot Reading reserves the right, but has no obligation, to disclose any information to authorities that you submit, if in its sole opinion suspects or has reason to suspect, that the information involves a party who may be a victim of abuse in any form. By using the Services, you hereby acknowledge and agree that Hoot Reading is permitted to make such disclosures.

7. Privacy

Hoot Reading, on behalf of itself, its employees, consultants, and subprocessors assisting Hoot Reading in providing the Services, each Customer and each User, each represent, warrant, and covenant that they comply with, and will comply with, all applicable federal, provincial, state, and international data-protection and privacy laws and regulations in the regions in which we provide our Services and with respect to the personal information collected, stored, and maintained through the Services, as well as with all applicable business regulations.

Hoot Reading maintains a Privacy Policy, available here. We reserve the right to modify the Privacy Policy in accordance with the terms noted in the Privacy Policy.

Family Educational Rights and Privacy Act (“FERPA”). In the event Customer is subject to the Family Educational Rights and Privacy Act (FERPA), the Customer agrees to appoint Hoot Reading as a “school official” as that term is used in FERPA §§ 99.31(a)(1) and as interpreted by the Family Policy Compliance Office, and determines that Hoot Reading has a “legitimate educational interest,” for the purpose of carrying out its responsibilities under the Agreement.

Hoot Reading shall be bound by all relevant provisions of FERPA, and agrees that personally identifiable student information as defined in FERPA, obtained from Customer and its Users in the performance of this Agreement will remain under the direct control of the Customer, will only be used to provide the Services, and will only be disclosed to Hoot Reading contractors and subprocessors as needed to provide the Services to the Customer.

Children’s Online Privacy Protection Act (“COPPA”). Hoot Reading operates in compliance with COPPA. In the event that an education institution Customer allows Users under the age of 13 to submit personal information as defined in the Children’s Online Privacy Protection Act (COPPA) in connection with its use of the Services, the education institution Customer agrees that it will be responsible for obtaining verifiable parental consent prior to making the Services available to those Users. For more information about our data privacy obligations with respect to Users under age 13, please see our Privacy Policy.

8. Purchases and Payment Terms

8.1 Order processing and payment information

In the event you choose to purchase access to the Services for your and your Authorized Users’ use, you will be charged the amount set out in your Registration, Order Form or MSA (as the case may be) and required to provide certain personal information and your credit card (or other form of payment) information. Hoot Reading may use third party providers to help operate and process these online purchases. Such third party providers may have their own terms of use and privacy policy. Hoot Reading does not collect or store the full details of your payment method, however, the last four digits and expiration date may be provided by the payment processor for reference when communicating with you and for reminders of when payment details must be updated.

Any fees that Hoot Reading may charge you for the Services, are due immediately and final, unless otherwise specified with your Registration, Order Form or MSA (as the case may be). We may set out additional details regarding refundability in our User Policies, from time to time. Hoot Reading reserves the right to determine final prevailing pricing. The pricing information published on our website or app may not reflect the prevailing pricing, which will be as set out in your Registration, Order Form or MSA (as the case may be).

If Hoot Reading has a legal obligation to pay or collect taxes, you will be responsible for those related to the transaction and they will be added to the price of the Services. The term of the agreement, including any applicable renewal periods, will be specified within your Registration, Order Form or MSA (as the case may be).

All fees and charges are prepaid and nonrefundable, and there are no refunds or credits for partially used periods. Lessons purchased through Hoot Reading will expire within one year from purchase date, unless otherwise specified with your Registration, Order Form or MSA (as the case may be).

By purchasing Services, you agree to abide by the Attendance & Cancellation policy and such other User Policies as we may implement from time to time. You may view our current User Policies here. Please note that our Terms, including our User Policies, are subject to change. A new or revised version will be posted on our website. In the event any modification is material, we will provide you reasonable notice before such modifications take effect (the “Last Modified Date”). Your use of the Services following the Last Modified Date constitutes acceptance of such modifications. Subject thereto, the parties may not amend those Terms except by written instrument signed by the parties.

Hoot Reading, at its sole discretion, may make promotional offers with different features and different rates to any of our customers. These promotional offers, unless made to you, shall have no bearing whatsoever on your offer or contract. We encourage you to check back at our website periodically if you are interested about how we charge for our Services.

8.2 IMPORTANT AUTOMATIC RENEWAL AND SUBSCRIPTION-BASED SERVICES

Services may be offered on an automatic or subscription basis as indicated at the time of your purchase. In purchasing such Services, you agree to the automatic renewal of your Services at the frequency disclosed to you at the time of your initial purchase. You acknowledge and agree your subscription will automatically renew, and unless you cancel, you authorize us to charge your payment card or invoice you for the Services you purchased, plus applicable taxes. If your subscription offers a free trial, you authorize us to charge your payment card or invoice you when the free trial period ends, unless you cancel your subscription before the free trial period ends, and you will not receive a notice from us that your free trial period has ended. Subscriptions are for one User only and are non-transferable and non-refundable.

8.3 Refunds & Cancellation

Refunds are only available in the event where Services provided has been deemed inadequate by Hoot Reading, in its sole discretion. As a valued customer, you are always free to cancel future purchases of the Services at any time by emailing help@hootreading.com. You must receive confirmation of cancellation in order to complete cancellation. Any modifications or cancellation of your purchase of Services must be received by us at least seven (7) days prior to the next scheduled payment date in order to take effect for that period, unless otherwise specified with your Registration, Order Form or MSA (as the case may be). If you cancel less than seven (7) days prior to the next scheduled payment date, your purchase of Services will continue as scheduled and your cancellation will take effect in the following period. More information about refunds and cancellation is set out in our User Policies.

8.4 Termination

Hoot Reading reserves the right to terminate or suspend your User Account and delete all content associated with your User Account at any time, and without notice, if we deem that you have violated these Terms, or for any other reason. Hoot Reading assumes no liability for any information removed from the Services, termination and/or suspension of User Account for violating these terms and conditions.

You may also terminate your User Account at any time. When you request termination, Hoot Reading will delete and/or deidentify all associated personally identifiable information in thirty (30) days of the agreed termination date. Within the 30 day period, Customer may download any stored data for their records. After termination, you will not be given back any of your User Content, nor will you be given access to such User Content.

We reserve the right to permanently restrict access to our Services to individuals who have had their User Accounts cancelled or suspended.

9. Copyright Infringement

Hoot Reading respects the intellectual property rights of others. In particular, if you are a copyright owner or an agent thereof and believe that any User Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

• Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail;

• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Hoot Reading’s designated copyright agent to receive notifications of claimed infringement is: Carly Shuler, Hoot Reading Inc., 210-1600 Kenaston Blvd. Unit 340, Winnipeg, Manitoba, Canada, R3P 0Y4 email: legal@hootreading.com. For clarity, only DMCA notices should go to the copyright agent; any other feedback, comments, requests for technical support, and other communications should be directed to Hoot Readings customer service through help@hootreading.com.

10. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Hoot Reading without restriction. We may permit a third party to perform any of our obligations hereunder.

10.1 Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, WE DO NOT MAKE OR GIVE ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES AS TO UNINTERRUPTED OR ERROR FREE TRANSACTIONS, PRIVACY, SECURITY, MERCHANTABILITY, QUALITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, THOSE ARISING OUT OF A COURSE OF DEALING OR USAGE OF TRADE, OR ANY RESULTS ACHIEVED BY YOU OR AUTHORIZED USERS, THROUGH YOUR OR THEIR USE OF THE SERVICES.

Access to the Services is provided “as is” and without warranties of any kind, either express or implied. By accessing and using the Services, you acknowledge and agree that it is entirely at your own risk. We are not responsible for your reliance on the Services. While we try to keep the Services available without interruption, we are not responsible for ensuring the Services are available or that they will convey information to anyone, on your behalf.

The Services allow you and your Authorized Users to interact with Authorized Users and other third parties. WE DO NOT ENDORSE ANY PRODUCTS OR SERVICES PROVIDED BY ANY AUTHORIZED USERS OR OTHER THIRD PARTIES AND WE ARE NOT A PARTY TO ANY RELATIONSHIPS OR AGREEMENTS YOU MAY HAVE WITH THESE PERSONS, AND AS SUCH, YOU ARE SOLELY RESPONSIBLE FOR ALL AGREEMENTS AND ARRANGEMENTS YOU ENTER INTO, AND INTERACTION YOU HAVE, WITH SUCH AUTHORIZED USERS AND OTHER THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO: (A) SUITABILITY FOR A PARTICULAR PURPOSE; (B) ACCURACY OF DATA OR INFORMATION; AND (C) ANY CONDUCT OF ANY OTHER PERSONS. YOU AGREE THAT YOU WILL HAVE NO RECOURSE OR REMEDY AGAINST US, EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR THE EFFECTIVENESS OF ANY BACKGROUND CHECKS OR INVESTIGATIONS ABOUT ANY AUTHORIZED USERS OR OTHER THIRD PARTIES, OR THE VERIFICATION OF ANY STATEMENTS THEY MAKE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO REPRESENTATIONS ABOUT, AND DO NOT GUARANTEE, AND YOU AGREE NOT TO HOLD US RESPONSIBLE FOR THE QUALITY OR SUFFICIENCY OF ANY PRODUCTS AND SERVICES PROVIDED BY SUCH PERSONS.

WE TAKE NO RESPONSIBILITY FOR AND DO NOT ASSUME ANY OBLIGATION TO REVIEW OR PRE-SCREEN ANY INFORMATION FROM THIRD PARTIES THAT IS MADE AVAILABLE THROUGH THE SERVICES. WE SPECIFICALLY DISCLAIM ANY RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, COMPLETENESS, CORRECTNESS, TIMELINESS OR USEFULNESS OF THIRD PARTY INFORMATION. WE ARE NOT RESPONSIBLE FOR ANY MATERIALS OR INFORMATION PROVIDED ON OR THROUGH THE SERVICES THAT YOU MAY FIND OFFENSIVE, UNDESIRABLE OR OBJECTIONABLE.

We are not responsible for verifying your identity, the identity of anyone who uses your User Account, or the identity or legitimacy of any other Authorized User, posting or profile.

10.2 Limitation of Liability

THIS SECTION LIMITS OUR LIABILITY TO YOU AND PROVIDES FOR A RELEASE AND AN INDEMNITY, FROM YOU, IN FAVOUR OF US. PLEASE READ IT CAREFULLY.

LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL YOU BE ENTITLED TO RECOVER ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES FROM US, ARISING DIRECTLY OR INDIRECTLY FROM: (A) ANY BREACH OF THESE TERMS, FUNDAMENTAL OR OTHERWISE; OR (B) ANY OF OUR NEGLIGENCE, ACTS OR OMISSIONS; OR (C) ANY PROVISION, DUTY OR REQUIREMENT OF ANY STATUTE; OR (D) THE CONDUCT, ONLINE OR OFFLINE, OF ANY USER, OR (E) ANY DUTY AT LAW OR IN EQUITY. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY TO YOU FOR DIRECT DAMAGES YOU SUFFER ARISING OUT OF, RELATED TO OR CAUSED BY THESE TERMS OR YOUR USE OF THE SERVICES EXCEED A MAXIMUM AMOUNT EQUAL TO THE AMOUNT ACTUALLY PAID BY YOU TO US WITHIN THE TWELVE (12) MONTHS’ PERIOD PRECEDING THE CLAIM, OR $1,000 (WHICHEVER IS LESSER). YOU ACKNOWLEDGE THAT THESE LIMITATIONS OF LIABILITY CONTAINED IN THIS SECTION REFLECT THE ALLOCATION OF RISK SET FORTH IN THESE TERMS AND THAT WE WOULD NOT ENTER INTO THESE TERMS WITHOUT THESE LIMITATIONS ON LIABILITY.

RELEASE: EXCEPT AS SET OUT IN THIS SECTION, YOU AGREE TO RELEASE, REMISE, ACQUIT AND DISCHARGE US FROM ANY CLAIMS, ACTIONS, DEMANDS, COSTS AND EXPENSES OF ANY KIND WHATSOEVER, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, AT LAW OR IN EQUITY, OR BY STATUTE OR OTHERWISE, HOWSOEVER CAUSED, WITH RESPECT TO YOUR USE OF, OR OUR OPERATION OF, THE SERVICES.

INDEMNITY: SUBJECT TO ANY CONTRARY PROVISIONS IN YOUR AGREEMENT, YOU AGREE TO INDEMNIFY, SAVE AND HOLD US HARMLESS FROM AND AGAINST ANY CLAIMS, ACTIONS, DEMANDS, JUDGMENTS, AWARDS, DECLARATIONS, ORDERS, SETTLEMENTS, DAMAGES (INCLUDING GENERAL, SPECIAL, PUNITIVE, AGGRAVATED OR EXEMPLARY DAMAGES), LIABILITIES, LOSSES, COSTS, CHARGES, INTEREST AND EXPENSES, OR PROCEEDINGS OF ANY KIND WHATSOEVER WHICH MAY BE INITIATED OR PRESENTED BY ANY OTHER PERSONS, INDIVIDUALS OR OTHER LEGAL ENTITIES, AND WHICH ARISE DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY AGREE TO PAY ALL COSTS, FEES AND EXPENSES, ON A SOLICITOR AND OWN CLIENT BASIS, WHICH MAY BE INCURRED BY US, RELATING TO YOUR USE OF THE SERVICES.

SINCE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES OR LIABILITY, SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU. FOR THE PURPOSE OF THIS SECTION AND THE “WARRANTY DISCLAIMER” SECTION ABOVE, THE TERMS “WE”, “US” AND “OUR” SHALL INCLUDE OUR AFFILIATES AND OURS AND OUR AFFILIATES’ RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, EMPLOYEES, PARTNERS, REPRESENTATIVES, CONTRACTORS, AGENTS, LICENSORS AND ALL OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.

Hoot Reading makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are responsible for compliance with local law.

10.3 Governing Law

Subject to any contrary provisions in your Agreement, these Terms shall be governed by the internal substantive laws of the Province of Manitoba, without respect to its conflict of laws principles, and any claim or dispute between you and Hoot Reading that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction located in the Province of Manitoba.

We expressly exclude the UN Convention on Contracts for the International Sale of Goods, and The International Sale of Goods Act (Manitoba), C.C.S.M. c. S11, as amended, replaced or re-enacted from time to time.

11. Entire Agreement

These Terms, together with your Registration, Order Form and MSA (as the case may be) shall constitute the entire agreement between you and Hoot Reading concerning the Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Hoot Reading’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

You agree to waive any right you may have to: (a) a trial by jury; and (b) commence or participate in any class action against us related to your use of the Services, the exchange of electronic documents between us or these Terms and, where, applicable, you also agree to opt out of any class proceedings against us or our licensors.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or related services must be filed within one (1) year after such claim or cause of action arose or be forever barred.

In the event of any conflict or inconsistency between these Terms and the terms and conditions of your Registration, Order Form or MSA (as the case may be), the terms and conditions of your Registration, Order Form or MSA (as the case may be) will prevail and govern, to the extent of such conflict or inconsistency.

Each of the parties to these Terms shall use commercially reasonable efforts to, from time to time at the request of the other party, without any additional consideration, furnish the other party such further information or assurances, execute and deliver such additional documents, and take such other actions and do such other things, as may be reasonably necessary or appropriate to carry out the provisions of these Terms and give effect to the transactions contemplated hereby.

We may modify these Terms (including our User Policies) from time to time. A new or revised version will be posted on our website. In the event any modification is material, we will provide you reasonable notice before such modifications take effect (the “Last Modified Date”). Your use of the Services following the Last Modified Date constitutes acceptance of such modifications. Subject thereto, the parties may not amend those Terms except by written instrument signed by the parties.

The parties expressly agree the contra proferentem rule shall not be used to construe any provision of these Terms.

The rights under these Terms are cumulative and are in addition to any other rights and remedies available at law or in equity or otherwise.

These Terms are binding upon and enure to the benefit of the parties and their respective successors, heirs, legal representatives and permitted assigns (as the context may require).

The parties agree that those provisions that by their nature are intended to survive the termination of these Terms (including, without limitation, the warranty disclaimer, limitation of liability and indemnity clauses) shall survive the termination notwithstanding the cause of termination.

The relationship between the parties is that of independent contractors. Nothing contained in these Terms shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

The parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of these Terms upon any person other than the parties to these Terms and their respective successors, heirs, legal representatives and permitted assigns (as the context may require).

Unless otherwise indicated, all references in these Terms to currency shall be interpreted to refer to Canadian Dollars.

When you visit our website, use the Services or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email or by posting notices on our through the Services. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing and / or signed by the parties.

We may make customer service features available to you, as a courtesy only. We are not obliged to provide customer service to you and our decision to do so shall not create an obligation to provide additional customer service to you.

We will not be liable for failure or delay in our performance of our obligations under this Agreement due to any cause beyond our reasonable control (a “Force Majeure Event”), including, but not limited to: (a) acts of God; or (b) failure or disruptions in third-party-controlled or operated communications facilities; or (c) worms, viruses and other disabling or disruptive software, communications or files.

The parties hereto have required that these Terms and all documents relating thereto be drawn up in English. Nous avons demandé que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais.