TOON BOOM ANIMATION INC.
COURSEWARE TERMS OF USE

PLEASE READ THESE TERMS OF USE ("AGREEMENT") CAREFULLY BEFORE USING THE LMS (AS DEFINED HEREIN) OFFERED BY TOON BOOM ANIMATION INC. ("TOON BOOM", "COMPANY", "WE" or "US"). THIS AGREEMENT IS A CONTRACT BETWEEN YOU AND TOON BOOM. BY USING THE LMS IN ANY MANNER, YOU AGREE YOU HAVE READ AND AGREE TO BE BOUND BY AND A PARTY TO THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS. USE OF COMPANY'S LMS IS EXPRESSLY CONDITIONED UPON YOUR AGREEMENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS. YOU REPRESENT TO TOON BOOM YOU HAVE READ, UNDERSTOOD AND EXPRESSLY AGREE TO BE BOUND BY THIS AGREEMENT AND ALL ITS TERMS WHETHER YOU CREATE AN ACCOUNT OR SIMPLY BROWSE OR USE THE SERVICE. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU HAVE NO RIGHT TO USE THE LMS.

Please read below to learn the terms under which YOU may use the Animation StartingPoint courseware learning management system offered by TOON BOOM (the "LMS").

These TERMS OF USE apply to all USERS including representatives at schools, school districts and related entities and organizations who access or use the LMS including administrators and teachers as well as all other visitors, users and others, including students and their parents and legal guardians, who use the LMS (such individuals, collectively "USERS" or "YOU").

Please read this AGREEMENT carefully before using the LMS. By using the LMS or otherwise accessing the LMS, YOU signify YOU have read, understood, and agree to be bound by this AGREEMENT and to the collection and use of your information as set forth in TOON BOOM's Privacy Policy, otherwise YOU may not use the LMS.

Parents and guardians are responsible for the acts of children under the age of 13 using the LMS. If a USER is under the age of 13, they must have a parent or guardian's consent prior to any use of the LMS. If a parent or guardian fails to provide consent and understand and agree to these TERMS OF USE, that USER under 13 years of age does not have permission to use the LMS and any use by that USER will be unauthorized.

Our LMS may change from time to time which means the terms in this AGREEMENT and our Privacy Policy may change too. If WE do update this AGREEMENT, WE will post the new version of the AGREEMENT on our website and update the "Effective Date" of this AGREEMENT. Your continued use of the LMS after any changes constitutes your acceptance of the new terms

1. USE OF THE LMS
   1. USERS are allowed to use the LMS subject to and in compliance with this AGREEMENT and all applicable local, provincial, state, national and international laws, rules and regulations. If your access to the LMS has been revoked previously, YOU are not allowed to access the LMS again.
   2. Subject to this AGREEMENT, TOON BOOM grants YOU permission to access and use the LMS, solely for your own use, and not for the use or benefit of any third party. WE reserve all rights not expressly granted to YOU in the LMS. WE may change, suspend or discontinue the LMS at any time, including the availability of any service or feature. WE may also impose limits on certain services and/or features or restrict your access to parts or all of the LMS without notice or liability.
   3. Your account gives YOU access to the LMS. Where YOU sign up and are accessing the LMS through your account YOU are responsible for that account and the activity on that account.
   4. YOU are responsible for maintaining the confidentiality of any account information, your password and for restricting access to your account and your computer. YOU may never use someone else's account without permission. YOU are solely responsible for any activity in your use of the LMS and in your account. If your account has been compromised or if YOU suspect unauthorized use of your account, notify us immediately. Your account should not be used for any other purpose than to access the LMS. YOU acknowledge and agree WE may preserve user information and may disclose user information if WE are required to do so by law or if WE believe, in good faith, that such preservation or disclosure is reasonably necessary to: (a) comply with legal process or requirements; (b) enforce our TERMS OF USE; (c) respond to claims that certain USER content violates the rights of a third party; or (d) protect the rights, property, or personal safety of the COMPANY, its users or the public. Without limiting the foregoing, parents, legal guardians, and school officials who create accounts for minor children understand they are responsible for the acts and activities of those children in connection with the use of the LMS and that this AGREEMENT and TOON BOOM's Privacy Policy will apply to their use of the LMS.
   5. If YOU are providing personal information to TOON BOOM on behalf of student(s), YOU represent and warrant YOU are a teacher or school administrator or otherwise authorized by a school, district or other authorized organization to disclose such information to TOON BOOM on behalf of students (a "school personnel"), or YOU are the parent of such student(s) or that YOU are of legal age to form a binding contract. A student USER or USER under the age of 13 must have parental consent and if such verified parental consent has been provided to TOON BOOM, TOON BOOM assumes such USER's parent or legal guardian has read, understood and agrees to this AGREEMENT on behalf of that student or under-13 USER. School personnel are responsible for ensuring that any required approvals or consents are obtained from their school authorities, administrators, parents or students before disclosing personal information to TOON BOOM on behalf of students.
   6. YOU are responsible for all of your activity in connection with your use of the LMS. Hacking or harming the LMS is prohibited. By using the LMS, YOU agree YOU will not conduct, conspire to, participate or otherwise engage in fraudulent, abusive, or otherwise illegal activity and that any such activity will be grounds for termination of your right to access or use the LMS.
2. THIRD PARTY SERVICES
   1. YOU hereby acknowledge and agree that the LMS and any data input in connection therewith may be hosted on a computer in the cloud, managed, but not necessarily owned, by TOON BOOM or our LMS may be accessed by logging in through a third party service. The inclusion of third party services does not imply affiliation or endorsement of such services by TOON BOOM. TOON BOOM does not control these third parties or their services and therefore when YOU access or use their services, YOU do so at your own risk and agree without limitation that TOON BOOM is not responsible for such third party services. YOU represent and warrant YOU have read and agree to be bound by all applicable policies, in addition to your obligations under this AGREEMENT. TOON BOOM has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in by any third party. In addition, TOON BOOM will not and cannot monitor, verify, censor or edit the content of any third party or their service(s). By using the LMS, YOU expressly relieve and hold US harmless from any and all liability arising from your use of any third party service(s).
3. ACCEPTABLE USE AND RESTRICTIONS
   1. TOON BOOM strives to keep our LMS safe but cannot absolutely guarantee the security and safety of the LMS given the very nature of the Internet and the persistence of bad actors. Because of this, WE require your help to keep the LMS safe and require the following commitments from YOU when using the LMS: (a) YOU will not use the LMS to violate a person's right to privacy or otherwise collect, use or disclose data, including personal information, about other users without their consent or for unlawful purposes; (b) YOU will not bully, intimidate, or harass, any user or use the LMS in any manner that is threatening, abusive, violent or harmful to any person or entity; (c) YOU will not use the LMS in any manner that would disparage the COMPANY; (d) YOU will not modify, reverse engineer, decompile, disassemble or create derivative works from the LMS or its proprietary source code; (e) YOU will not use the LMS for any unlawful purpose or that is not in accordance with these TERMS OF USE or beyond the scope of the LMS's intended use (in TOON BOOM's sole judgment); and (f) YOU will not make any claim to any patent, copyright, trademark or any other intellectual property right in and to the LMS or in and to any derivative works thereof.
4. PRIVACY
   1. TOON BOOM shall only collect, use, store and disclose personal information in compliance with: (a) applicable Canadian privacy legislation; and (b) TOON BOOM's privacy policy, which is accessible at https://www.toonboom.com/privacy.
   2. TOON BOOM may collect personal information from YOU such as name and e-mail address for the purposes of administering the LMS, including providing any ongoing service and support.
   3. TOON BOOM does not sell your personal information, or otherwise disclose your personal information to third parties for their own use. In some cases, TOON BOOM works with third parties to process or store your personal information on its behalf. Both TOON BOOM and its suppliers may store this information in countries other than the country in which YOU are located at the time of collection. TOON BOOM establishes contracts with all of its suppliers requiring them to store your data securely and in compliance with applicable law, and to process your data in accordance with the limited purposes WE have described. While no security measures are impenetrable, TOON BOOM employs, and requires its suppliers to employ, appropriate technological, organizational and physical safeguards to protect your data. In the event of a security incident, TOON BOOM will act to contain and respond to any data loss in compliance with its legal obligations. TOON BOOM and its suppliers will only store your personal information for as long as necessary to fulfill the above purposes or as required by law, whichever is longer, after which it will be deleted or anonymized.
5. OWNERSHIP AND COPYRIGHT
   1. Except for the limited right to use and access the LMS granted hereunder, TOON BOOM and its suppliers retain all right, title and interest to the LMS and all other materials supplied with the LMS, and all intellectual property rights therein, including and all patents, copyrights, trademarks, products names, logos. All rights not expressly granted herein are reserved by TOON BOOM and its suppliers.
6. WARRANTY AND LIMITATION OF LIABILITY
   1. THE LMS IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND. TOON BOOM AND ITS SUPPLIERS DISCLAIM ANY AND ALL OTHER WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY AGAINST LATENT DEFECTS, TITLE AND NON-INFRINGEMENT. TOON BOOM AND ITS SUPPLIERS DO NOT REPRESENT OR WARRANT THAT THE LMS WILL MEET ANY OR ALL OF YOUR PARTICULAR REQUIREMENTS, THAT THE OPERATION OF THE LMS WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT ALL PROGRAMMING ERRORS IN THE LMS CAN BE DETECTED OR CORRECTED. FURTHER, TOON BOOM AND ITS SUPPLIERS DO NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULT OF THE USE OF THE LMS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND THE PERFORMANCE OF THE LMS IS ASSUMED BY YOU.
   2. IN NO EVENT SHALL TOON BOOM OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES, WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFIT, INTERRUPTION OF ACTIVITIES, LOSS OF INFORMATION, COMPUTER PROGRAMS, FILMS OR OTHER MATERIALS OR OTHER PECUNIARY LOSSES AND FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, ECONOMIC OR PUNITIVE DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE LMS AND DOCUMENTATION, EVEN IF TOON BOOM OR ANY OF ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION.
   3. NOTWITHSTANDING ANY PROVISIONS OF THIS AGREEMENT, TOON BOOM'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU FOR THE LMS, IF ANY, RELATED TO THE CAUSE OF ACTION.
   4. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
7. TERM AND TERMINATION
   1. This AGREEMENT shall remain in force and effect while YOU use the LMS. YOU may terminate your use of the LMS at any time. TOON BOOM may terminate or suspend your access to the LMS or your account at any time, for any reason, without warning, which may result in the forfeiture and destruction of all information associated with your account. TOON BOOM may also terminate or suspend any and all part of the LMS immediately, without prior notice or liability, if YOU breach any of the terms or conditions of this AGREEMENT or of our Privacy Policy. Upon termination of your account, your right to use the LMS, and access your account will immediately cease, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
8. GENERAL PROVISIONS
   1. The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. COMPANY shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond COMPANY's reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. If any provision of this AGREEMENT 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 is not assignable, transferable or sublicensable by YOU except with COMPANY's prior written consent. COMPANY may transfer, assign or delegate this AGREEMENT and its rights and obligations without consent. Both parties agree this AGREEMENT is the complete and exclusive statement of the mutual understanding relating to the subject matter of this AGREEMENT, and all modifications must be in writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this AGREEMENT and YOU do not have any authority of any kind to bind the COMPANY in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede. Except as expressly set forth in this AGREEMENT, YOU and COMPANY agree there are no third party beneficiaries intended under this AGREEMENT.
   2. Governing Law and Jurisdiction: This AGREEMENT shall be deemed to be a contract made under and shall be governed by and construed in accordance with, the laws of the Province of Quebec (other than choice of law rules) and the laws of Canada applicable therein. At all times during this AGREEMENT, the parties hereto agree to comply with all laws, regulations and policies which are in effect in the Province of Quebec and Canada as they may apply to the conduct of business under this AGREEMENT. The parties hereto hereby agree that the exclusive place of jurisdiction to resolve any claim or dispute relating to this AGREEMENT shall be the courts located in Montreal, Quebec. Each party hereto hereby irrevocably waives any objection it may have to the venue of any action, suit or proceeding brought in such courts or to the convenience of the forum. A prevailing party in any such action, suit or proceeding shall be entitled to recover reasonable attorneys' fees and costs.
   3. Language: The parties hereto hereby acknowledge having requested that this AGREEMENT be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente convention ne soit rédigée qu'en anglais seulement.

9. CONTACT

   If YOU have any questions, complaints, or claims with respect to the LMS, YOU may contact us at courseware@toonboom.com, by mail at 4200 St-Laurent Blvd., #1020, Montreal, QC H2W 2R2.

Last Modified Date: May 4, 2022