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Termes et conditions

Last Updated: February 10, 2010

The use of The Hot Docs Library Web site, currently located at www.hotdocslibrary.ca (the "Site") and the services offered on and through the Site (such services and the Site shall collectively be referred to as the "Service") is subject to the terms and conditions of this agreement (the "Agreement"). "You" or "Your" means an individual or entity to which Hot Docs has given the rights to use the Service pursuant to the terms of this Agreement.

Hot Docs grants You the rights to use the Service described herein in consideration of Your acceptance of the terms and conditions of this Agreement. If You are using the Service on behalf of Your company or organization (collectively "Company"), You represent that (a) You are duly authorized to represent Your Company and (b) You accept the terms and conditions of this Agreement on behalf of Your Company. The Service is protected by copyright and other applicable law. Any use of the Service other than as authorized under this Agreement is prohibited. By visiting the Site You agree to the following terms and conditions. If You do not agree to the following terms and conditions your sole remedy is for You to discontinue use.

1. Description of the Service. Hot Docs provides an online platform that enables users to view content via the website www.hotdocslibrary.ca. Users view content via streaming to the user's computer. However, factors beyond the control of Hot Docs, including but not limited to the user's Internet connection and bandwidth, may significantly impact the quality of the stream and the viewing experience, and may result in temporary or permanent transmission interruptions. Hot Docs shall not be responsible for any problem, interruption, distortion, or any other type of technical difficulty directly or indirectly resulting from Your computer set-up, Internet connection, or any other such factors impacting Your viewing experience.

2. Changes to The Service and this Agreement. Hot Docs reserves the right to modify, discontinue, temporarily or permanently, the Service and other offerings at any time without notice. You agree that Hot Docs shall not be liable to You or any third party for any modification, suspension or discontinuance of the Service (or any portion thereof). Furthermore, You understand, acknowledge, and agree that Hot Docs reserves the right to make, at its sole discretion, additions, deletions, changes and any other modifications (collectively, "Amendments") to this Agreement, at any time without notice, by posting the Amendments on the Site. Any such Amendments shall be effective immediately upon posting or at such other date and/or time as may be determined by Hot Docs. You will be able to determine if any Amendments have been made since your previous use of the Service by viewing the "Last Updated" information that appears at the top of this Agreement. It is Your responsibility to review the most current version of this Agreement prior to each use of the Service, and You fully agree to be bound by all of the terms and conditions of this Agreement and its Amendments.

3. Participation Restrictions. You may not use the Service if You are (i) not able to legally form binding contracts, or (ii) temporarily or indefinitely suspended from the Service. In the event that Hot Docs discovers that You fit into one or both of these categories, Hot Docs reserves the right to discontinue Your use of the Service and/or suspend or cancel Your account. Hot Docs furthers reserves the right to refuse, cancel, or suspend permission for use of the Service to any users at any time in Hot Docs's sole discretion, including without limitation, in such instances wherein Hot Docs believes that You are or might be engaged in any form of fraudulent, illegal, or otherwise improper activity regarding the Service. Multiple accounts held by one person are subject to immediate termination at Hot Docs sole discretion unless expressly authorized in writing (including by electronic mail) by Hot Docs.

4. Registration. When registering to Hot Docs You agree to provide true, accurate, current and complete information about yourself as prompted during the registration process. You further agree to maintain and promptly update such information to keep it true, accurate, current and complete. You are responsible for maintaining the confidentiality of your login and password, and are fully responsible for all activities that occur under Your password and/or account. You agree to (a) immediately notify Hot Docs of any unauthorized use of Your account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session. Hot Docs cannot and will not be liable for any loss or damage arising from Your failure to comply with Section 4.

5. Proprietary Rights and Permitted Viewings. This Agreement, the Site, the Content, and any other material on the Site ("Works") are owned and controlled by Hot Docs, its affiliates, other parties that have licensed to Hot Docs the right to use their material, and other users of the Site, and are protected by Canadian and international copyright and other laws. Some of the names, characters, logos, trademarks, service marks, or other images displayed on the Site ("Trademarks") are the registered and unregistered trademarks of Hot Docs or other parties and are protected by trademark and other laws. You acknowledge that these rights are valid and enforceable. Except as explicitly permitted, on a case-by-case and use-by-use basis, by the respective owner of the Works and Trademarks (collectively, the "Materials"), You may not copy, modify, reproduce, republish, upload, post, display, perform, transmit, broadcast, or distribute the Site or any of the Materials available on or through the Site. The Site is to be used for PERSONAL, NON-COMMERCIAL viewing; the Site and its Content are not permitted to be used for groups, large-format screenings, events that charge fees or admissions, or sub-licensed. Nothing contained in this Agreement shall purport to convey any ownership or other rights with respect to the Materials, and You acknowledge that by using the Site or Materials You do not acquire any ownership or other rights with respect thereto. You hereby covenant that You will not "steal" or otherwise copy, modify, distribute, or misappropriate, in whole or in part, any of the Materials contained on the Site and/or the "platform" or methods that Hot Docs uses to offer and perform its service, including without limitation, via electronic means (such as "spiders" or other electronic information-gathering processes).

6. Confidentiality. Unless Hot Docs expressly agrees otherwise, You agree to hold Hot Docs Confidential Information in strict confidence and not to disclose, copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of such information, or use such information for any purposes whatsoever other than as necessary in order to fulfill Your obligations or exercise Your rights under this Agreement. "Hot Docs Confidential Information" includes, without limitation: (i) all Hot Docs software, technology, programming, technical specifications, materials, guidelines and documentation relating to the Service; (ii) any business information, including operations, planning, marketing interests, products, and any other reporting information provided by Hot Docs; and (iii) any other information designated (in writing, orally or in any other form) by Hot Docs, at or before the time of disclosure, as confidential or proprietary, or provided under circumstances reasonably indicating that the information is confidential or proprietary. Hot Docs Confidential information does not include information that (a) has become publicly known through no breach by You, (b) was known by You at or before the time such information was received from Hot Docs, as evidenced by Your tangible (including written or electronic) records, (c) has been independently developed without access to Hot Docs Confidential Information and without breach of this Agreement, as evidenced by Your contemporaneous tangible (including written or electronic) records; (d) has been rightfully received by You from a third party that is not under an obligation of confidentiality with respect to such information; or (e) required to be disclosed by law or by a governmental authority.

7. No Offensive Content or Pornography. Hot Docs works to maintain a healthy and vibrant community. Please alert us with respect to any pornographic, obscene or offensive content available on the Site that we can investigate, take action against offenders, and report illegal activity to authorities. Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, remove hosted content, and take technical and legal steps to keep users off the Site if we think that they are creating problems, possible legal liabilities, or acting inconsistently with this Agreement or with the spirit of the Service.

8. Your Representations and Warranties. You represent and warrant to Hot Docs that: (a) You possess the legal right and ability to enter into this Agreement; and (b) You are 18 years of age or above, or if You are a minor between the ages of 13 and 18, You are supervised by Your parent or legal guardian who is the primary holder of a Hot Docs account.

9. Disclaimer of Warranties. The Service provides a forum for the viewing and otherwise accessing of the Content. Hot Docs does not control all of the content of Content uploaded to or otherwise posted via the Service, and does not filter or screen all of the nor endorse any of the Content. Therefore, Hot Docs is not in any way responsible for, and makes no warranty or representation herein to You or to any other user with respect to, the Content of the Content or information or other material posted using the Service, including without limitation, the source, accuracy, integrity, appropriateness for certain audiences or purposes, nature, or quality thereof, or that such material is compliant with any law, standard, custom or practice, or that it reflects the views or opinions of Hot Docs or any of its officers, directors, shareholders, employees, representatives, agents, partners, contractors, and other affiliates. Neither the quality of the Content or any other materials offered through the Service, nor the integrity of rights with respect thereto shall be deemed to be guaranteed by Hot Docs. You are entirely responsible for all Content that You upload, post, email, or otherwise.

You understand that by using the Service, You may be exposed to Content that is offensive, indecent, or otherwise objectionable. You agree that you will not hold Hot Docs responsible for other users' actions or inactions, including with respect to content and other materials and information they post on or submit to the service. You understand and agree that you use the service and the material it contains at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the streaming of content from the service (directly or indirectly). You agree that you will not hold Hot Docs responsible in connection with any removal or suspension of content.

The service and any part or element thereof, whether owned by Hot Docs or provided to it by a third party, (including, without limitation, the storage, hosting transmission capacity, auto-generated user emails) and the materials it contains are provided "as is" with no warranties whatsoever. Hot Docs expressly disclaims any warranties, express or implied, including without limitation, regarding the security, reliability, and performance of the service and any warranty of noninfringement, merchantability and fitness for a particular purpose.

10. Limitation of Liability. You agree that, to the fullest extent permissible under applicable law, in no event shall Hot Docs or any of its principals, owners, parents, subsidiaries, officers, directors, shareholders, employees, representatives, agents, co-branders, partners, contractors, consultants, suppliers, customers, and other affiliates, be liable for any direct, consequential, special, indirect, exemplary or punitive damages, or damages for loss of profits, business interruption, loss of goodwill, computer failure or malfunction or otherwise, whether in contract, tort or any other legal theory, arising from or relating to use of or access to the Hot Docs service and any proposed transaction (such as motion picture rights agreements or the sale of any goods) in connection therewith, even if it has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy. Moreover, Hot Docs will not be liable for any acts of its employees acting beyond the scope of their authority.

11. No Responsibility for Loss. It is Your strict responsibility to retain copies of all your MyPlaylists, comments and Reports, and ensure that You absolutely keep Your copy of any such material safe. Hot Docs shall not be responsible for any loss of or damage to MyPlaylists, comments and Reports, or any copies thereof, for whatever reason and under whatever circumstances.

12. Technological Problems. Hot Docs bears no liability or other responsibility for any incompatibility of software or computer systems, or any other technological failure. Hot Docs does not guarantee uninterrupted or secure access to the Service. The Service may be interrupted by factors outside of the control of Hot Docs. Hot Docs may provide instructions relating to the required technological specifications for optimal viewing of Content. It is Your sole responsibility to comply with such instructions, and Hot Docs makes no warranty or representation that any Content will actually be accessible or viewable by a user. In the event of a technological problem, Hot Docs shall have the sole right to determine, in its sole discretion, the appropriate way to address and remedy such problem.

13. User Status Not Transferable. You cannot sell or otherwise transfer Your userid or offer it to another person or entity under any circumstances. Any such endeavored sales or transfers shall be void immediately and shall, in Hot Docs sole discretion and at Hot Docs's election, lead to suspension, discontinuation, or cancellation of the subject user membership. Furthermore, all parties agree that Hot Docs shall be entitled to receive compensation from the violating party in an amount sufficient to cover any and all financial damages due to the transfer of user names.

14. Indemnity; Release. You agree to defend, indemnify, and hold Hot Docs and its principals, owners, parents, subsidiaries, officers, directors, shareholders, employees, representatives, agents, co-branders, partners, contractors, consultants, suppliers, customers, and other affiliates (the "Indemnified Person(s)") harmless from and against any and all claims, liability, suit, proceeding, demand or action, and any damages, losses costs(including reasonable attorneys' fees and other legal costs), expenses, or settlement awards incurred in connection therewith, brought against any Indemnified Person(s) arising out of, or related to, (i) Your use of the Service and any materials of other users, and/or (ii) Your breach of any term of this Agreement.

15. To the maximum extent permitted by applicable law, You hereby release, and waive all claims against the Indemnified Persons from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising out of or in any way connected with use of the Service. Residents of other states and nations similarly waive their rights under applicable and/or analogous laws, statutes, or regulations.

16. Termination; Discontinuance of Service. Either party may terminate this Agreement immediately upon written notice to the other party if the other party files a petition for bankruptcy, becomes insolvent, or makes an assignment for the benefit of its creditors, or a receiver is appointed for the other party or its business. You may terminate this Agreement for convenience upon thirty (30) days prior written notice. You agree that at any time after termination of this Agreement, Hot Docs will not be under any obligation to furnish Reports to You, and that if You request a Report after termination, Hot Docs, in its sole discretion, may provide it to You, and may charge a fee for doing so.

17. Privacy and Information Rights. You agree that Hot Docs may collect and use information that You provide to Hot Docs when You register for the Service or otherwise use the Site or Service (including but not limited to contact and billing information) in accordance with Hot Docs’ Privacy Policy, which is incorporated herein by reference.

18. Applicable Laws. This Agreement is entered into in Ontario and is to be construed in accordance with and governed by the internal laws of the Province of Ontario (without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the Province of Ontario to the rights and duties of the parties). You acknowledge that when You use the Service, You do business in Ontario. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. You hereby warrant, represent, agree and covenant that You will comply with all applicable laws of Your respective country and other jurisdictions, as well as those other laws which may apply to You as a result, or which are otherwise related to any economic or other activity in connection with the Service. You agree that You shall not utilize the Service in a manner which violates any law. The use of the Service is subject to all applicable laws, including without limitation, regulation by agencies of the Canadian government. It is Your responsibility to ensure Your own compliance with all applicable laws. Hot Docs makes no representation that materials on this Site are appropriate or available for use in locations outside of Canada, and accessing them from territories where their contents are illegal is prohibited, and Hot Docs is not responsible for the laws of any country or other jurisdiction which might prevent, interfere with, impair, or otherwise adversely affect any economic activity relating to the Service.

19. Dispute Resolution. Any claim, controversy or dispute in connection with this Agreement ("Claim") shall be settled through friendly consultations between both parties. In case no settlement can be reached through friendly consultations, both parties shall submit the Claim to arbitration conducted by a single arbitrator (selected by mutual agreement of the parties) engaged in the practice of law. The arbitral award will be final and binding upon both parties, and is the only means of dispute resolution and may be entered in any court having jurisdiction thereof. Any arbitration or other proceeding shall occur exclusively in Toronto, Ontario. Notwithstanding the foregoing, arbitration can only decide Hot Docs or Your personal Claim, and may not consolidate or join the claims of other persons who may have similar claims, and there shall be no authority for any Claim to be arbitrated on a class action basis.

20. Any class action relating to this Agreement or otherwise the Service and all the issues in such action, whether of fact or law, shall be resolved by judicial reference pursuant to the provisions of “Ontario Law” The following shall apply to any such proceedings: (a) the proceeding shall be brought and held in Toronto, Ontario, unless Hot Docs elects an alternative venue; (b) the referee shall be authorized to provide all remedies available in law or equity appropriate under the circumstances of the controversy, other than punitive damages; (c) the parties shall promptly and diligently cooperate with each other and the referee and perform such acts, as may be necessary for an expeditious resolution of the dispute; and (d) the decision of the referee shall be appealable as if rendered by the court.

21. Notices. Unless provided for to the contrary in this Agreement, any and all notices or other communications or deliveries required or permitted to be made under this Agreement shall be sent (a) if to You, at the electronic mail address You provide during registration for the Service, and (b) if to Hot Docs, must be sent by certified mail to:

Hot Docs
110 Spadina Avenue
Suite 333
Toronto, ON M5V 2K4

or by electronic mail to the appropriate Hot Docs e-mail indicated via The Hot Docs Library or the Contact Us page on www.hotdocs.ca.

There will be instances when Hot Docs shall specify that a particular notice, for it to be valid and acceptable, must be sent by certified mail.

Contact information shall be updated as necessary to ensure that each party has current information regarding all such contacts.

22. General. You shall not and shall not have the right to assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement or any of Your rights or obligations under this Agreement without the prior written consent of Hot Docs. Any purported assignment, sale, transfer, delegation or other disposition by You, except as permitted herein, shall be null and void. Hot Docs shall be entitled to assign, sell, transfer, delegate or otherwise dispose of, whether voluntarily or involuntarily, by operation of law or otherwise, this Agreement and any of its licenses, rights or obligations thereof. The relationship between Hot Docs and You is not one of a legal partnership relationship, but is one of independent contractors with respect to each other, and there is no affiliation to one another other than the use of the Service. The words "You" or "Your" shall also mean Your parent or legal guardian (if You are between the ages of 13 and 18), heirs, executors, administrators, successors, legal representatives and permitted assigns. This Agreement does not affect any right that either party would have had, or shall have, independent of the Agreement including rights relating to Content under applicable law, including but not limited to copyright law. Neither party shall be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures, and Internet or other network disturbances. Headings contained herein are for reference only and shall not be given any legal effect. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction 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 remain enforceable between the parties. The failure of either party to insist upon or enforce performance or to act in the event of a breach of this Agreement by the other shall not be deemed a waiver of such breach or a waiver of future breaches or relinquishment of the first party's right to assert or rely upon the provision, right, or remedy in that or any other instance; rather the provision, right, or remedy shall be and remain in full force and effect. This Agreement, together with the Site's Terms of Use and Privacy Policy, set forth the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements, understandings or representations, made between You and us regarding the same subject matter (except other written, fully-executed contracts between You and us). Should legal action or arbitration arise concerning this Agreement, the prevailing party shall be entitled to recover all reasonable attorneys' fees and related costs, in addition to any other relief which may be awarded by any court or other tribunal of competent jurisdiction. In the event of any contradiction between the terms of this Agreement and the terms of the Terms of Use or Privacy Policy, the terms and conditions of this Agreement shall prevail. The provisions of 5 (Proprietary Rights and Permitted Viewings), 6 (Confidentiality), 8 (Your Representations and Warranties), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (No Responsibility for Loss), 14 (Indemnity; Release), 16 (Termination; Discontinuance of Service), 18 (Applicable Laws), 19 (Dispute Resolution), 21 (Notices), 22 (General) shall survive any expiration or termination of this Agreement.