Stratford Shakespearean Festival of Canada (“Stratford Festival,” “we,” “us,” or “our”) provides an online digital streaming service (the “Streaming Services”), through our website located at www.stratfestplus.ca (the “Site”, and together with the Streaming Services, the “Services”), subject to the following Terms of Service (as amended from time to time, the “Terms of Service”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service, including the pricing of the Services, at any time. If we materially change any portion of these Terms of Service, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you either through the Services’ user interface or in an email notification. Your continued use of the Services after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

These Terms of Service are entered into by and between you (“you” or “your”) and Stratford Festival, and govern your, and your authorized end users’ (collectively, your “Users”), use of the Services. By using the Services or otherwise indicating your acceptance of these Terms of Service (the earliest of which is referred to herein as the “Acceptance Date”), including by clicking “I Agree”, “I Accept”, or similar expression of acceptance, you expressly acknowledge and agree that you have read these Terms of Service, are irrevocably bound by these Terms of Service, and hereby irrevocably agree to the terms and conditions set forth herein. If you do not accept all the terms and conditions of these Terms of Service, you may not use the Services.

You acknowledge and agree that the Services may contain Licensed Content (as defined below) that is rated above PG and may not be suitable for all audiences. Licensed Content rated above PG will contain audience advisories or trigger warnings, as applicable.

In addition, when using certain services, you and your Users will be subject to any additional terms applicable to such services that may be posted on the Site (the “Additional Terms”) from time to time, including, without limitation, the privacy policy located at www.stratfestathome.ca/privacy (the “Privacy Policy”). All such terms are hereby incorporated by reference into these Terms of Service.

1. Access and Use of the Services
   
   1. 1 Access and Use of the Services. Subject to and conditioned on your compliance with these Terms of Service (including payment of the Fees), Stratford Festival hereby grants to your Users, for the duration of your subscription and limited to the number of end users your subscription authorizes, a non-exclusive, non-transferable, non-sublicenseable right to access and use the Services solely (i) in accordance with the terms and conditions herein, (ii) in accordance with the terms of your subscription, and (iii) for the purpose of streaming digital content for internal educational purposes. For greater certainty, you and your Users shall not access or use the Services for any commercial purpose.
   
   1. 2 Licence to Licensed Content. Subject to and conditioned on your compliance with these Terms of Service (including payment of the Fees), Stratford Festival hereby grants to your Users, for the duration of your subscription and limited to the number of end users your subscription authorizes, a non-exclusive, non-transferable, non-sublicenseable licence to access and use the licensed digital content available on the Services from time to time (the “Licensed Content”) solely (i) in accordance with the terms and conditions herein, (ii) in accordance with the terms of your subscription, and (iii) for the purpose of streaming the Licensed Content for your internal educational purposes. For greater certainty, you and your Users shall not use the Licensed Content for any commercial purpose. The Licensed Content may contain or be accompanied by digital rights management technology or similar security technology designed to protect digital information against piracy and other misuse. The Licensed Content cannot be forwarded to and/or shared with others except your Users. You and your Users must not circumvent, reverse-engineer, decompile, disassemble or otherwise tamper with any of the security technology contained in or accompanying the Licensed Content.
   
   1. 3 Account. In order to access certain features of the Services, you and your Users may be required to create an account (“Account”). In registering an Account, please provide true, accurate, current and complete information about yourself and your Users, as applicable, as prompted by the registration form (“Registration Data”) and maintain and promptly update the Registration Data accordingly. You are responsible for all activities that occur under your and your Users’ Accounts. You represent that you and each of your Users are not barred from using the Services under any Applicable Law (as defined below) and that you will be responsible for all activities that occur under your and each of your Users Accounts. You agree that you will monitor your Account and your Users’ Accounts to restrict its use by unauthorized users, will not share your or your Users’ Accounts or passwords with anyone, and will exit from your and your Users’ Accounts at the end of each session. You further agree to notify Stratford Festival immediately of any use of your or any of your Users’ password without your permission or authority or any other breach of the security of your or any of your Users’ Accounts.
   
   1.4 Modifications to Services and Licensed Content: Stratford Festival reserves the right, in its sole discretion, to modify or discontinue, temporarily or permanently, the Services (or any part thereof) or any of the Licensed Content with or without notice. You agree that Stratford Festival will not be liable to you, your Users or to any third party for any modification, suspension or discontinuance of the Services or any of the Licensed Content.
   
   1.5 User Conduct: You agree not to, and you shall cause your Users to not: (a) take any action that imposes an unreasonable load on the Site’s infrastructure, (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site, (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site, (d) modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Services, the Licensed Content or the Stratford Festival Property (as defined below) in whole or in part, (e) delete or alter any material posted on the Site by Stratford Festival or any other person or entity, including the Licensed Content, (f) frame or link to any of the materials or information available on the Site, or (g) engage in data mining or scraping or use robots, spiders, scripts, services, software or any manual or automatic device, tool, or process designed to data mine or scrape Stratford Festival Property, Licensed Content, data or information from the Site, or otherwise access or collect Stratford Festival Property, Licensed Content, data or information from the Site using automated means. Any access or use of the Services, the Licensed Content, or the Stratford Festival Property other than as specifically authorized herein is strictly prohibited.
   
   
2. Fees
   You agree to pay Stratford Festival the fees set out in the table below (the “Fees”). Subscriptions are offered on a monthly or annual basis and depend on the number of Users. You may upgrade your subscription to a higher tier (i.e., a tier with more Users) during the term of your subscription, in which case you shall pay the Fees associated with the higher tier effective as of the date of the upgrade (pro-rated, if applicable), but you may not downgrade your subscription during the term of your subscription. You shall not exceed the number of Users included in your subscription. In the event you exceed the number of Users included in your subscription, you agree to pay the applicable Fees for the applicable higher tier. Additional terms and conditions may be applicable to your subscription, as set out on the Site, communicated via email (including any quotes), an order form, or other document, including with respect to the licence to the Licensed Content set out in Section 1.2. Additional fees may apply for add-on services.
   
   

The fees are exclusive of applicable taxes (including HST), which you are responsible for paying. Stratford Festival reserves the right to increase the Fees at any time and from time to time. Upon any increase of the Fees, we will update these Terms of Service and notify you, in an email notification. Unless otherwise specified by Stratford Festival in writing, payments will be made by credit card, electronic funds transfer or cheque.

3. Refunds

We do not offer refunds of fees for the Services. For greater certainty, and without limiting the generality of the foregoing, in the event you wish to discontinue your use of the Services prior to the end of your subscription, no pro-rated refunds will be provided. We may, in our sole and absolute discretion, refund fees in exceptional circumstances.

4. Intellectual Property Rights
   
   4.1 Ownership of Stratford Festival Property. All right, title, and interest in and to the Stratford Festival Property (as defined below), including all intellectual property rights therein, are and will remain with Stratford Festival. You acknowledge and agree that you have no right, license, or authorization with respect to any of the Stratford Festival Property, except as expressly set forth in Section 1.1. All other rights in and to the Stratford Festival Property are expressly reserved by Stratford Festival. “Stratford Festival Property” means (a) the Services (including the Site); (b) the software and systems used to provide the Services; (c) the Licensed Content; (d) any documentation, manuals, handbooks, instructions, or other documents relating to the Services; (e) any intellectual property owned or licensed by Stratford Festival; and (f) with respect to all of the foregoing, all enhancements, modifications and improvements thereto.
   
   4.2 Third-Party Material. The Services may include content or materials of third parties (collectively, “Third-Party Materials”) that is licensed by Stratford Festival. You agree to, and will cause your Users to, at all times, comply with the applicable third party license terms and conditions with respect to any such Third-Party Materials. Under no circumstances will Stratford Festival be liable in any way for any Third-Party Material, including for any errors or omissions in any Third-Party Material, or for any loss or damage of any kind incurred as a result of the use of any Third-Party Material. You agree that you and each of your Users must evaluate, and bear all risks associated with, the use of any Third-Party Materials, including any reliance on the accuracy, completeness, or usefulness of such Third-Party Materials.
   
   4.3 Usage Data. You hereby authorize Stratford Festival and its third-party service providers to derive statistical and usage data relating to your and your Users’ use of the Services (“Usage Data”). We may use Usage Data for any purpose in accordance with Applicable Law (as defined below) and our privacy policy. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to Stratford Festival an assignment of all right, title, and interest in and to the Usage Data, including all intellectual property rights relating thereto.
   
   4.4 Submissions. Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Services (“Submissions”), provided by you or any of your Users to Stratford Festival are non-confidential and Stratford Festival will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
   
   
5. Third Party Websites

The Services may use services, sites, technology, or resources, or may provide links or other access to services, sites, technology, or resources that are provided or otherwise made available by third parties (the “Third-Party Services”), including Vimeo OTT. Your and your Users’ access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you or your Users’ may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your or your Users’ use of such Third-Party Services within the Service, please see our Privacy Policy. Stratford Festival has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, or completeness of information shared by or available through Third-Party Services, or the privacy practices of Third-Party Services. We encourage you to review the terms of service and privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Stratford Festival, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Stratford Festival enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the Services are between you and the third party. Stratford Festival will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

6. Mobile Services

The Services include certain services that are available via a mobile device, including the ability to browse the Services and the Site from a mobile device (collectively, the “Mobile Services”). To the extent you or your Users access the Services through a mobile device, your or your Users’ wireless service carrier’s standard charges, data rates, and other fees may apply, which you and your Users will solely be responsible for. In addition, using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.

7. Compliance with Privacy Laws

You agree that you will, and you will cause your Users to, use the Services in accordance with all Applicable Law (as defined below), including all applicable privacy laws. Without limiting the generality of the foregoing, you represent and warrant that (a) all personal information or personal data, as defined in applicable privacy laws (“Personal Information”), provided or made available to Stratford Festival is and will be provided in compliance with Applicable Law; and (b) you will provide appropriate notices and obtain all required consents or fall within appropriate exemptions under application privacy laws with respect to any Personal Information provided or made available to Stratford Festival by you or your Users. Any Personal Information provided to Stratford Festival is subject to our Privacy Policy, available at www.stratfestathome.ca/privacy.

8. Compliance with Applicable Law

You agree that you will, and you will cause each of your Users to, comply with all Applicable Laws in connection with the Services, including your use thereof. “Applicable Law” means any applicable domestic or foreign law, rule, regulation, order, or other action, decree, requirement, or binding guideline which governs or regulates any person or entity, property, transaction, activity, event or other matter.

9. Termination

You agree that Stratford Festival, in its sole discretion, may suspend or terminate your Account (or any part thereof) or access to and use of the Services (including access to the Licensed Content), or any of your Users’ Accounts or their use of the Services (including access to the Licensed Content), if Stratford Festival believes that you have violated these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for suspension or termination of your use of Services may be referred to appropriate law enforcement authorities. Stratford Festival may also in its sole discretion and at any time discontinue providing the Services, or any part thereof, with or without notice. You agree that any termination of your or your Users’ access to and use of the Services under any provision of these Terms of Service may be effected without prior notice (except where otherwise provided or required by Applicable Law), and acknowledge and agree that Stratford Festival may immediately deactivate or delete your and your Users’ Accounts and all related information and files in your and your Users’ Account and/or bar any further access to such files or the Services. Further, you agree that Stratford Festival will not be liable to you, your Users or any third party for any suspension or termination of your access to the Services in accordance with this Section 9.

10. Disclaimer of Warranties

Your and your Users’ access to and use of the Services is at your and their sole risk. The Services are provided on an “as is” and “as available” basis. Stratford Festival expressly disclaims all warranties of any kind, whether express, implied or statutory, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, to the fullest extent permitted by Applicable Law.

Stratford Festival makes no warranty that (a) the Services will meet your or your Users’ requirements, (b) the Services will be uninterrupted, timely, secure, or error-free, and (c) the quality of any services, information, or other material obtained by you or your Users through the Services will meet your or your Users’ expectations.

The application of the United Nations Convention on Contracts for the International Sale of Goods and any local implementing legislation related to the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms of Service.

11. Limitation of Liability
    
    11.1 In no event will Stratford Festival’s aggregate liability to you and your Users (including, without limitation, for all losses, damages, expenses (including reasonable legal fees and expenses), rights, claims, and actions of any kind whatsoever) exceed the lesser of (a) total Fees paid to Stratford Festival pursuant to these Terms of Service in the 12-month period preceding the event giving rise to the claim and (b) $100.00.
    
    11.2 You expressly understand and agree that Stratford Festival will not be liable for any indirect, incidental, special, consequential, exemplary damages, or damages for loss of profits including but not limited to, damages for loss of goodwill, use, data or other intangible losses (even if Stratford Festival has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability or otherwise, including those resulting from: (a) the use or the inability to use the Services; (b) unauthorized access to or alteration of your transmissions or data; and (c) any Licensed Content or other third party content on the Services.
    
    11.3 If you are dissatisfied with any portion of the Services or with these Terms of Service, your sole and exclusive remedy is to discontinue use of the Services.
    
    
12. Indemnity and Release
    
    12.1 You agree to indemnify, hold harmless and defend Stratford Festival and its affiliates and their directors, officers, employees, representatives and agents (collectively, “Indemnitees”) from any from any and all losses, damages, expenses (including reasonable legal fees and expenses), rights, claims, and actions of any kind whatsoever incurred or suffered by the Indemnitees arising (directly or indirectly) out of or relating to your use of the Services, your misappropriation or infringement of the Licensed Content or Stratford Festival Property, your violation of these Terms of Service, your violation of Applicable Law, or your violation of any rights of any third party (including intellectual property rights). Stratford Festival reserves the right to assume the exclusive defence and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Stratford Festival’s defence of such matter. You will not, in any event, settle any claim or matter without the prior written consent of Stratford Festival.
    
    12.2 To the extent permitted by Applicable Law, you agree to, and you agree to cause your Users to, release and discharge Stratford Festival and our respective directors, officers, employees, counsel, agents, representatives, successors and assigns, from any loss, liability, claim, demand, damage or expense asserted by any person or entity relating in any way to your or your Users’ use of the Services.
    
    
13. Dispute Resolution

In the event of any controversy, claim or dispute arising out of, relating to, or in respect of these Terms of Service, or the breach thereof (each, a “Dispute”), the parties hereto shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a satisfactory resolution. If the parties do not reach a resolution within a period of 10 days, then, except where prohibited by Applicable Law, any Dispute, upon notice by any party to the other, shall be resolved by arbitration in accordance with the Canadian Expedited Procedures of the International Centre for Dispute Resolution Canada (“ICDR Canada”). The place of arbitration shall be Toronto, Canada. The language of the arbitration shall be English. The number of arbitrators shall be one. Within 10 days after the commencement of arbitration, the parties shall agree on the appointment of an arbitrator. If an arbitrator is not selected within this time period, ICDR Canada shall, at the written request of any party, appoint the arbitrator in accordance with its Canadian Expedited Procedures. Except as may be required by Applicable Law, neither a party nor its representatives may disclose the existence, content, or results of any Dispute or arbitration hereunder without the prior written consent of both parties, except to its legal counsel, professional advisors, directors, officers and employees.

14. Non-Disparagement

You agree that you will not, and you will cause your Users to not, disparage Stratford Festival or speak or act in a manner that is intended to disparage or damage the goodwill or business of Stratford Festival, including but not limited to the business or personal reputations of any of the current or former officers, directors, agents, or employees of Stratford Festival.

15. General
    
    15.1 Entire Agreement. These Terms of Service constitute the entire agreement between you and Stratford Festival and govern your use of the Services, superseding any prior agreements between you and Stratford Festival with respect to the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software.
    
    15.2 Governing Law and Venue. These Terms of Service will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. With respect to any disputes or claims not subject to arbitration, as set forth above, the parties agree to submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada.
    
    15.3 Waiver. The failure of Stratford Festival to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. No waiver by Stratford Festival of any of the provisions hereof is effective unless explicitly set forth in writing by Stratford Festival. No waiver by Stratford Festival will operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver.
    
    15.4 Relationship of the Parties. The parties are independent contractors. Nothing herein shall be construed to create a joint venture or partnership between the parties hereto or an employee/employer relationship. Neither party hereto has any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party.
    
    15.5 No Third-Party Beneficiaries. The parties do not confer any legal, equitable or other rights or remedies of any nature whatsoever under or by reason of this Agreement upon any person or entity other than the parties to this Agreement and their respective successors and permitted assigns. For greater certainty, your Users are not third party beneficiaries.
    
    15.6 Severability. If any term or provision of these Terms of Service is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of these Terms of Service or invalidate or render unenforceable such term or provision in any other jurisdiction.
    
    15.7 Assignment and Subcontracting. You may not assign these Terms of Service (including any of your rights or obligations thereunder) without the prior written consent of Stratford Festival. Stratford Festival may assign or transfer these Terms of Service, including any of its rights or obligations thereunder, in whole or in part, without restriction, consent or notice. In addition, Stratford Festival may subcontract or delegate to other parties (including affiliates and third parties) its rights and obligations under these Terms of Service, including the performance of any or all of the Services.
    
    15.8 Headings. The headings in these Terms of Service are inserted for convenience only and do not affect the interpretation of these Terms of Service.
    
    15.9 Force Majeure. Stratford Festival shall not be liable or responsible to you, or be deemed to have defaulted under or breached these Terms of Service, for any failure or delay in fulfilling or performing any term of these Terms of Service, when and to the extent such failure or delay is caused by or results from acts beyond Stratford Festival’s reasonable control, including, without limitation the following force majeure events: (a) acts of God; (b) flood, tsunami, fire, earthquake, or explosion; (c) epidemics or pandemics, (d) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (e) government order, law, or actions; (f) embargoes or blockades; (g) national or regional emergency; (h) strikes, labour stoppages or slowdowns, or other industrial disturbances; (i) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, or inability or delay in obtaining supplies of adequate or suitable materials; (j) failure of any governmental or public authority to grant a necessary licence or consent; or (k) other similar events beyond the reasonable control of Stratford Festival.
    
    15.10 Notices. Notices to you may be made via email. Notices to you may also be posted on the Site, including with respect to changes to these Terms of Service or other matters. Notices to Stratford Festival shall be provided to digital@stratfordfestival.ca.
    
    15.11 Choice of Language. The parties have required that these Terms of Service and all documents and notices resulting from it be drawn up in English. Les parties aux présents ont exigés que la présente convention ainsi que tous les documents et avis qui s’y rattachent ou qui en découleront soit rédigés en la langue anglaise.
    
    15.12 Currency. Except as otherwise stated, all references to “dollars” or “$” in these Terms of Services or on the Services are to Canadian dollars.
    
    
16. Questions?

If you have any questions regarding these Terms of Service, please contact us at digital@stratfordfestival.ca.