This “Terms of Use Agreement” explains the terms and conditions that We (We = Hoot Interactive, the company that made the software) require for usage of the Hoot Monitor software. If you don’t agree with any of the terms below, PLEASE DON’T USE THIS SOFTWARE! If you work for a company that might be concerned about the terms and conditions of this software, run get your manager. They should read this. We feel these terms and conditions are quite reasonable. But we would never want to impose our opinions on another. So, the best thing for you to do is read through this agreement and make sure you’re okay with the requirements. If you’re not okay with the requirements, we will happily refund any fees accumulated during the first 30 days of using the Hoot Monitor software... and then terminate your use of the software.

1. Term Length & Purpose
   1. All usage of the software is provided on a month to month basis.  
   2. We are providing this software service to make it easier for you, our beloved client, to update digital advertising campaigns based on vehicle inventory changes of an automotive dealership, or similar type of advertiser.
2. Payments & Penalties
   1. Customer will be charged for the use of the Software Service in accordance with standard list pricing unless a separate written pricing agreement is executed and signed by both parties.  In the event of a pricing change (which will occur from time to time), we will inform all billing contacts of the change in advance. If there is a dispute regarding a pricing change, we will politely accept payment based on the previous pricing plan for one month after the change. But by taking advantage of this discount, we will also permanently terminate your use of the software after the discounted month.
   2. Payment shall be due upon receipt of invoices.  Any invoice that is not paid IN FULL (notice the all caps) within 30 days of the invoice date will be charged a 5% late fee. This is not interest; We are not a bank. This is a late fee. If payment is not received IN FULL (notice the all caps again) within 45 days of the invoice date, ACCESS TO THE SOFTWARE WILL BE SUSPENDED UNTIL FULL PAYMENT IS RECEIVED. Any invoice not disputed in writing within forty-five (45) days after the invoice date shall be deemed correct.  
3. Confidentiality
   1. “Confidential Information” includes the Software Service, THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING PRICING, software and other related materials furnished by Hoot Interactive, any information, business plan, concept, idea, know-how, process, technique, program, design, formula, algorithm or work-in-process, any engineering, manufacturing, marketing, technical, financial, data, or sales information, or any information regarding suppliers, customers, employees, investors, or business operations, and any other information or materials, whether in written, or graphic, or any other form or that is and whether disclosed orally, or electronically, whether tangible or intangible and in whatever form or medium provided, or otherwise which is learned or disclosed in the course of discussions, studies, or other work undertaken between the parties disclosed by either party, before or after the Effective Date, and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information.
   2. Without granting any right or license, the obligations of the parties hereunder shall not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality to the receiving party; or (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party.  In addition, neither party shall be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that notice is promptly given to the party whose Confidential Information is to be disclosed so that such party may seek a protective order and engage in other efforts to minimize the required disclosure.  The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.
   3. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in this Agreement.  Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.
   4. Each party agrees at all times to keep strictly confidential all Confidential Information belonging to the other party.  Each party agrees to restrict access to the other party’s Confidential Information only to those employees or subcontractors who (i) require access in the course of their assigned duties and responsibilities and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth herein.  
   5. Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party shall be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.  
   6. Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by Customer regarding the Service or other Hoot Interactive materials provided to Customer shall be owned by Hoot Interactive, and Customer hereby agrees to assign any such rights to Hoot Interactive.  Nothing in this Agreement shall preclude Hoot Interactive from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Hoot Interactive in the performance of any services hereunder.
4. Warranty
   1. Hoot Interactive warrants that Services shall be provided in a workmanlike and professional manner.  EXCEPT AS OTHERWISE DESCRIBED HEREIN, HOOT INTERACTIVE MAKES NO WARRANTY OF ANY KIND WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
5. Liability Disclaimer
   1. IN NO EVENT SHALL HOOT INTERACTIVE BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY CUSTOMER FOR THE SOFTWARE AND SERVICES WHICH GAVE RISE TO THE DAMAGES HEREUNDER AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
6. Termination
   1. Either party may terminate this Agreement upon thirty (30) days written notice.  Hoot Interactive may terminate this Agreement earlier however, if Customer fails to perform any obligation required to be performed by it hereunder, upon giving Customer written notice thereof.
7. General
   1. This Agreement constitutes the sole and exclusive statement of the terms and conditions governing Customer's use of the Service.  No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.
   2. This Agreement shall be governed and construed in accordance with the laws of the State of Texas, without regard to the conflicts of laws provisions of any state or jurisdiction.  Customer and Hoot Interactive each submit to the exclusive jurisdiction of the courts of Austin, Texas for the enforcement of this Agreement or any action arising out of or relating to this Agreement.  This Agreement shall not be amended except in writing, signed by an authorized representative of both parties.
   3. Each provision of this Agreement is a separately enforceable provision.  If any provision of this Agreement is determined to be or becomes unenforceable or illegal, such provision shall be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.
   4. Hoot Interactive is an independent contractor and nothing in this Agreement shall be deemed to make Hoot Interactive an agent, employee, partner or joint venture of Customer.  Hoot Interactive shall have no authority to bind, commit, or otherwise obligate Customer in any manner whatsoever.
   5. Hoot Interactive shall not be liable to Customer for any delay or failure of Hoot Interactive to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Hoot Interactive.  Such causes shall include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, or delays by Customer in providing required resources or support or performing any other requirements hereunder.