TOON BOOM

END-USER LICENSE AGREEMENT (“EULA”)

TOON BOOM ANIMATION INC. ("TOON BOOM") IS WILLING TO LICENSE THE SOFTWARE FOR
USE BY (I) LEGAL ENTITIES OR (II) INDIVIDUALS WHO ARE OF THE AGE OF MAJORITY IN THE
JURISDICTION IN WHICH THEY RESIDE AND/OR USE THE SOFTWARE ("YOU") UPON THE
CONDITION THAT YOU ACCEPT ALL THE TERMS AND CONDITIONS CONTAINED IN THIS EULA.

BY CLICKING ON THE "AGREE" BUTTON, DOWNLOADING, INSTALLING OR USING ALL OR ANY

PORTION OF THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU, ON YOUR OWN BEHALF AND ON
BEHALF OF EACH ENTITY ON WHOSE BEHALF YOU ACT, HAVE READ THIS EULA, UNDERSTAND IT
AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE
TERMS AND CONDITIONS OF THIS EULA, THEN TOON BOOM IS UNWILLING TO LICENSE THE
SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD CLICK THE "DISAGREE" BUTTON AND THE
DOWNLOAD AND/OR INSTALLATION WILL NOT PROCEED.

YOU AGREE THAT THIS EULA IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT
SIGNED BY YOU. THIS EULA IS ENFORCEABLE AGAINST YOU AND ANY LEGAL ENTITY THAT
OBTAINED THE SOFTWARE AND ON WHOSE BEHALF IT IS USED. BY CLICKING ON THE “AGREE”
BUTTON, YOU CERTIFY THAT YOU ARE AT LEAST 18 YEARS OF AGE.

1.COMMERCIAL VERSION END-USER LICENSE

1.1. In consideration for the payment by YOU to TOON BOOM or to any other person, as
designated by TOON BOOM, of the applicable fees, and subject to your continuous
compliance with this EULA, TOON BOOM hereby grants YOU a personal, non-
transferable, non-sublicensable, non-assignable and non-exclusive right to use: (a)
either the Harmony software, Producer software or Storyboard Pro software, each
as applicable, and (b) any accompanying documentation (the “DOCUMENTATION”)
(collectively, the "SOFTWARE") solely (i) by a single user on a single personal
computer unless the PERMITTED NUMBER indicates otherwise and (ii) for the
purposes detailed in this Agreement. “PERMITTED NUMBER” means the maximum
number of authorized users that may use the SOFTWARE concurrently. Such
number is determined by TOON BOOM and is specified on the applicable invoice.

1.2. YOU may copy an image of the SOFTWARE onto a storage device, such as a file
server(s) within your own internal network for the purpose of downloading and
installing the SOFTWARE onto computers within the same internal network, as long
as the total number of concurrent users able to use the SOFTWARE does not exceed
the PERMITTED NUMBER.

1.3. You may make backup copies of the SOFTWARE, provided such copies are used
solely for archival or emergency restart purposes. You must reproduce on any such
copies all copyright notices and any other proprietary legends that appear on the
original copy of the SOFTWARE. You may not sell or transfer any copy of the
SOFTWARE made for backup purposes.

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 1.4. YOU may make and retain, solely for your internal use, up to the PERMITTED
NUMBER of physical/hard copies of the DOCUMENTATION.

1.5. If YOU wish to use additional copies of the SOFTWARE or require additional
physical/hard copies of the DOCUMENTATION beyond the PERMITTED NUMBER,
YOU must obtain additional license(s) and pay additional license fees in respect
thereto, or purchase additional copies of the DOCUMENTATION from TOON BOOM
at TOON BOOM’s list price, as the case may be.

1.6. Unless stated otherwise, YOU may display, modify, reproduce and distribute any of
the content and sample files (the “CONTENT FILES”) provided with the SOFTWARE.
However, YOU may not distribute the CONTENT FILES on a standalone basis and
YOU may not claim any patent, copyright, trademark, or any other intellectual
property rights in and to the CONTENT FILES or in and to any derivative works
thereof, the whole of which shall belong solely to TOON BOOM or its suppliers, as
the case may be.

1.7. In the event YOU have rented the SOFTWARE, this agreement will apply to YOU as if
YOU have purchased the SOFTWARE for the duration of the rental period. Upon
expiry of the rental period, YOU will comply with all sections of this Agreement and
specifically with section 11 below.

2.EDUCATIONAL VERSION END-USER LICENSE

2.1. If you are an EDUCATIONAL END USER and have licensed the EDUCATIONAL
VERSION of the SOFTWARE, you may not use the SOFTWARE for any commercial
purposes and will institute reasonable controls to ensure that anyone authorized to
use the SOFTWARE (i.e. students and faculty) will not use the SOFTWARE for
commercial purposes. YOU agree that TOON BOOM may audit your use of the
EDUCATIONAL VERSION for compliance with this EULA at any time, without notice.
“EDUCATIONAL END-USER” means primary and secondary schools, colleges,
universities, vocational schools and training centers, public libraries, youth
organizations and institutions providing organized educational programs to
students (including mature students) and young people, and their respective
students, teachers, administrators, staff and board members; “EDUCATIONAL
VERSION” means that version of the SOFTWARE targeted and geared specifically
towards the needs of EDUCATIONAL END-USERS.

3.TRIAL VERSION END-USER LICENSE

3.1. If a trial version of the SOFTWARE has been licensed to YOU, in consideration for
your agreement to be bound by the terms of this EULA and your interest in
evaluating the SOFTWARE to determine whether YOU will license a commercial
version of the SOFTWARE, TOON BOOM hereby grants YOU a personal, non-
transferable, non-sublicensable, non-assignable and non-exclusive right to use one

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 copy of the SOFTWARE and CONTENT FILES supplied with the SOFTWARE on a
temporary basis. After YOU download and install the SOFTWARE you agree to solely
use the SOFTWARE for your personal evaluation purposes and agree not to use the
SOFTWARE for any commercial purposes (including but not limited to animation
production). Your right to use the SOFTWARE will terminate automatically after
twenty one (21) days from installation or as otherwise specified by TOON BOOM
(the “TRIAL PERIOD”).

3.2. If following or during the TRIAL PERIOD, YOU wish to license a commercial version
of the SOFTWARE YOU must enter into a separate standard license agreement for
the SOFTWARE and pay the applicable license fees.

3.3 TOON BOOM will not be liable for any losses, damages and security of your
property in connection with the use of the trial version of the SOFTWARE.

4.LICENSE UPGRADES OR UPDATES

4.1 Provided certain conditions are met, each commercial version or EDUCATIONAL
VERSION of the SOFTWARE licensed to YOU will entitle YOU to receive an upgrade
of the SOFTWARE. If such conditions are not met, YOU may be required to purchase
a new license and pay the full license fee associated with the upgraded, cross-
graded or updated version of the SOFTWARE you wish to license.

4.2 YOU must possess a valid license to the previous version of the SOFTWARE in order
to use such upgrade. After YOU install such upgrade, YOU may continue to use any
previous version in accordance with its end-user license agreement only if (a) the
upgrade and all previous versions are installed on the same computer; (b) the
previous versions or copies thereof are not transferred to any other party and (c)
YOU accept that any obligation TOON BOOM may have to support the previous
version may end upon the availability of the upgrade. No other use of the previous
version is permitted after installation of an upgrade.

4.3 Provided certain conditions are met, each commercial version or EDUCATIONAL
VERSION of the SOFTWARE licensed to YOU will entitle YOU to receive an update of
the SOFTWARE. YOU must possess a valid license to such previous version of the
SOFTWARE in order to use such update.

5.PRE-RELEASE/BETA TERM SOFTWARE

5.1. This section applies solely to pre-commercial release or beta software (the “PRE-
RELEASE SOFTWARE”). The PRE-RELEASE SOFTWARE does not represent the final
product from TOON BOOM, and may contain bugs, errors and other problems that
could cause system or other failures and data loss. TOON BOOM may never
commercially release the PRE-RELEASE SOFTWARE however, YOU agree to keep all
information, and experiences relating to the PRE-RELEASE SOFTWARE confidential
until such time that TOON BOOM commercially releases the PRE-RELEASE version,

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 or until the information independently becomes public knowledge. If YOU received
the PRE-RELEASE SOFTWARE agreement, your use of the SOFTWARE is also
governed by this EULA, with particular attention to section 7 below. YOU will return
or destroy all copies of PRE-RELEASE SOFTWARE upon request by TOON BOOM or
upon TOON BOOM’s commercial release of such PRE-RELEASE SOFTWARE. YOUR
USE OF PRE-RELEASE SOFTWARE IS SOLELY AT YOUR OWN RISK. SEE SECTION 10
FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS.

6. CLOUD/HOSTED SOFTWARE

6.1. This section 6 applies solely to the following SOFTWARE: Producer software.

6.2. If a CLOUD version of the SOFTWARE has been licensed to YOU and YOU opt to
have the SOFTWARE hosted on TOON BOOM’s virtual machine (the “TOON BOOM
CLOUD”), you hereby acknowledge and agree that all of your CONTENT will be
hosted on a computer in the cloud managed, but not necessarily owned, by TOON
BOOM. For purposes of this EULA, the term CONTENT includes, without limitation,
information, scene, storyboard, videos, audio files, data, text, photographs, written
posts and comments generated, provided, or otherwise made accessible on or
through the SOFTWARE by YOU.

6.3. YOU retain ownership of all the CONTENT created or uploaded to the TOON BOOM
CLOUD using the SOFTWARE and YOU hereby represent that all such CONTENT will
at all times be in compliance with all applicable laws, rules and regulations.

6.4. YOU acknowledge that all CONTENT will be uploaded to the TOON BOOM CLOUD
and accessed at your own risk and that TOON BOOM does not assume any
responsibility for this CONTENT. While TOON BOOM agrees to use reasonable
efforts to protect the integrity of your CONTENT, TO THE GREATEST EXTENT
PERMISSIBLE BY APPLICABLE LAW, TOON BOOM DOES NOT GUARANTEE OR
WARRANT THAT ANY CONTENT YOU MAY STORE OR ACCESS THROUGH THE
SOFTWARE ON THE TOON BOOM CLOUD WILL NOT BE SUBJECT TO INADVERTENT
DAMAGE, CORRUPTION, LOSS, OR REMOVAL IN ACCORDANCE WITH THE TERMS OF
THIS EULA, AND TOON BOOM SHALL NOT BE RESPONSIBLE SHOULD SUCH DAMAGE,
CORRUPTION, LOSS, OR REMOVAL OCCUR. It is your responsibility to maintain
appropriate alternate backup of your information and CONTENT.

7.RESTRICTIONS

7.1. Unless otherwise specifically permitted herein, YOU hereby agree never to:

7.1.1. rent, lease, lend, give the SOFTWARE and CONTENT FILES to any third party;

7.1.2. assign this EULA or any obligations arising hereunder, or transfer the
SOFTWARE and CONTENT FILES, to any third party, (i) without such third
party agreeing to be bound by the terms of this EULA in writing, and (ii)

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 without TOON BOOM’s prior written consent;

7.1.3. copy, except and only to the extent copying is expressly permitted by
applicable law, the SOFTWARE and CONTENT FILES; any permitted
reproduction of the aforementioned must reproduce on any such
reproductions all copyright notices and any other proprietary legends
affixed on the original copy of the SOFTWARE and CONTENT FILES;

7.1.4. unless the PERMITTED NUMBER is more than one, use or access the
SOFTWARE on more than one computer at any one time, or permit any
person other than your employee and sub-contractors to use the
SOFTWARE;

7.1.5. modify, reverse engineer, decompile, disassemble or create derivative

works from the SOFTWARE or its proprietary source code; however, you
may, where made available, access and make use of the “SOFTWARE
DEVELOPMENT KIT” open interface application to develop your own special
effects, features, add-ons and plug-ins for use in conjunction with the
SOFTWARE, and to otherwise customize and extend the SOFTWARE;

7.1.6. use the SOFTWARE outside of the territory which it was purchased,
therefore, YOU may not export the licence to another jurisdiction even if
the PERMITTED NUMBER is more than one.

7.1.7. distribute the CONTENT FILES on a standalone basis;

7.1.8. make any claim to any patent, copyright, trademark or any other
intellectual property right in and to the SOFTWARE, CONTENT FILES or in
and to any derivative works thereof; and

7.1.9. otherwise use the SOFTWARE and CONTENT FILES for the purposes it is
designed for and as expressly permitted herein.

8.INTERNET CONNECTIVITY AND PRIVACY

8.1. TOON BOOM shall only collect, use, store and disclose personal information in
compliance with:

8.1.1 applicable Canadian privacy legislation; and

8.1.2 TOON BOOM’s privacy policy, which is accessible at

http://www.toonboom.com/privacy.

8.2. Solely in connection with Producer software, TOON BOOM may collect personal
information from YOU such as name, address and contact information for the
purposes of issuing and managing a license for the SOFTWARE, including providing

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 any ongoing service and support.

8.2.1 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 partners
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 partners 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 partners to employ, appropriate technological, organizational and
physical safeguards to protect your data. In the event of a security
incident, TOON BOOM will act swiftly to contain and respond to any data
loss in compliance with its legal obligations. TOON BOOM and its partners
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.

8.3. YOU acknowledge and agree that the SOFTWARE may cause your computer to
automatically connect to the Internet in order to communicate with a TOON BOOM
web site for purposes that may include providing YOU with additional information
and product activation.

8.4. When the SOFTWARE automatically connects to the Internet, an Internet Protocol
address (the “IP ADDRESS”) that is associated with your current Internet connection
is sent to a TOON BOOM web site.

8.5. When the SOFTWARE automatically connects to the Internet, other than the IP
ADDRESS, no personally identifiable information is sent to TOON BOOM.

8.6. The SOFTWARE may include product activation and other technology designed to
prevent unauthorized use and copying. This technology, once connected to the
Internet, may transmit your product code to TOON BOOM and in doing so may
prevent uses of the SOFTWARE that are not permitted.

8.7. Whenever the SOFTWARE makes an Internet connection and communicates with a
TOON BOOM web site, the TOON BOOM Privacy Policy shall apply
(http://www.toonboom.com/privacy). The TOON BOOM Privacy Policy allows
tracking of website visits and it addresses the topic of tracking and use of cookies,
web beacons and similar devices.

8.8. The SOFTWARE may include an optional "customer experience improvement

program" feature whereby usage information is collected and sent to TOON BOOM.
The data does not contain any personally identifiable information and cannot be

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 used to identify you. The data will consist of a basic hardware description, a project
summary and usage information. TOON BOOM will only use this information to
improve the SOFTWARE, and may share the information with third parties for the
same reason. The "customer experience improvement program" is enabled by
default but is voluntary. If you prefer not to participate in the "customer experience
improvement program", you can opt out when you first launch the software, by
using a global preference, or by a command line argument.

9.OWNERSHIP AND COPYRIGHT

9.1. The SOFTWARE and CONTENT FILES are protected by law, including copyright laws
and international treaty provisions. The SOFTWARE is licensed to YOU, not sold.
Except for the limited license granted hereunder, TOON BOOM and its suppliers
retain all right, title and interest to the SOFTWARE and all other materials supplied
with the SOFTWARE, 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.

10.LIMITED WARRANTY AND LIMITATION OF LIABILITY

10.1. TOON BOOM warrants that for a period of ninety (90) days from the date of
download, when used with a recommended operating system and hardware
configuration, the SOFTWARE will perform in substantial conformance with the
DOCUMENTATION (the “LIMITED WARRANTY”). TOON BOOM’s and its suppliers’
entire liability and your exclusive remedy shall be, at TOON BOOM’s option (a)
return of the price paid (if any) for the SOFTWARE, or (b) repair or replacement of
the SOFTWARE that does not meet this LIMITED WARRANTY; provided in either
case that the SOFTWARE is returned to TOON BOOM with an acceptable proof of
purchase. YOU will receive the remedy elected by TOON BOOM without charge,
except that YOU are responsible for any expenses YOU may incur (e.g. cost of
shipping the SOFTWARE to TOON BOOM). This Limited Warranty is void if failure of
the SOFTWARE has resulted from accident, abuse, misapplication, abnormal use or
a virus. This Limited Warranty gives YOU specific legal rights. YOU may have
additional rights which vary from jurisdiction to jurisdiction. For further warranty
information, please contact us through our website at http://www.toonboom.com.

10.2. EXCEPT AS SPECIFIED IN THE LIMITED WARRANTY IN SECTION 10.1, THE SOFTWARE
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 SOFTWARE WILL MEET ANY OR ALL OF YOUR PARTICULAR
REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE ERROR-FREE
OR UNINTERRUPTED OR THAT ALL PROGRAMMING ERRORS IN THE SOFTWARE CAN

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 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 SOFTWARE IN TERMS OF CORRECTNESS,
ACCURACY, RELIABILITY OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND
THE PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU.

10.3. 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 SOFTWARE 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.

10.4. NOTWITHSTANDING ANY PROVISIONS OF THIS EULA, TOON BOOM'S ENTIRE

LIABILITY UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE LICENSE
FEES ACTUALLY PAID BY YOU FOR THE SOFTWARE, IF ANY, RELATED TO THE CAUSE
OF ACTION.

10.5. 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.

11.TERM AND TERMINATION

11.1. In the event of an actual or threatened claim of infringement of any intellectual

property right by a third party (“INFRINGEMENT CLAIMS”), TOON BOOM reserves,
at its sole election, the right to (i) terminate this EULA and the rights granted
hereunder without prejudice to any other rights, or (ii) modify or replace the
SOFTWARE such that it is no longer subject to an INFRINGEMENT CLAIM. In the
event TOON BOOM terminates this EULA due to INFRINGEMENT CLAIMS, TOON
BOOM will refund to you the fees paid by YOU, if any. The right to receive such
refund shall be your sole remedy in the event of such termination. In lieu of so
terminating this EULA, TOON BOOM may, at its sole option, modify or replace the
SOFTWARE such that it is no longer subject to an INFRINGEMENT CLAIM.

11.2. This EULA will terminate automatically if YOU fail to abide by any of its provisions.
In the event of such termination, you must destroy the SOFTWARE and any copies
of it in your possession.

11.3. YOU may terminate this EULA by destroying the SOFTWARE and any copies of it in
your possession.

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 11.4. Upon termination or expiry of this EULA in the case of a rental license, YOU shall
immediately cease using the SOFTWARE and acknowledge that the SOFTWARE will
automatically stop functioning on all computers that YOU downloaded and installed
the SOFTWARE on.

11.5. The provisions of sections 4, 5, 6, 7, 9, 10.2, 10.3, 10.4, 10.5, 12, and 13 hereof shall
survive termination of this EULA.

12.SPECIAL TERMS AND CONDITIONS FOR Adobe “Flash” File Format (SWF and FLV)

12.1. THE SWF AND FLV OUTPUT OF THE SOFTWARE IS PROVIDED TO YOU ON AN "AS IS"
BASIS AND "WITH ALL FAULTS", WITHOUT ANY TECHNICAL SUPPORT OR
WARRANTY OF ANY KIND FROM TOON BOOM AND ITS SUPPLIERS. YOU ASSUME
ALL RISKS THAT THE SWF AND FLV ARE SUITABLE OR ACCURATE FOR YOUR NEEDS
AND YOUR USE OF THE SWF AND FLV IS AT YOUR OWN DISCRETION AND RISK.
TOON BOOM AND ITS SUPPLIERS DISCLAIM ALL EXPRESS AND IMPLIED
WARRANTIES FOR THE SWF AND FLV OUTPUT INCLUDING, WITHOUT LIMITATION,
ANY WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT, TITLE OR
QUIET ENJOYMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. YOU
MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO
JURISDICTION.

12.2. NEITHER TOON BOOM NOR ITS SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING
DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), ARISING OUT OF
THE USE OF THE SWF AND FLV WHETHER BASED ON BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE,
EVEN IF TOON BOOM AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR
EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS
LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. THE SWF AND FLV ARE
PROVIDED TO YOU FREE OF CHARGE AND IN NO EVENT WILL TOON BOOM AND ITS
SUPPLIERS BE LIABLE FOR ANY AMOUNT GREATER THAN WHAT YOU ACTUALLY
PAID FOR THE SWF AND FLV.

12.3. The Special Terms and Conditions in this section 12 are supplemental to the other
terms and conditions of this EULA. In case of conflict, these Special Terms and
Conditions shall prevail over the other terms and conditions of this EULA.

13.GENERAL PROVISIONS

13.1. Notice: Any notice or consent required or permitted by this EULA shall be either
personally delivered or mailed by registered or certified mail, return receipt
requested, to each of the parties hereto at the address specified on the first page

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 of this EULA, or to such address or addresses or forwarded by facsimile
transmission or by e-mail (with confirmation of receipt), as the parties hereto may
designate by notice given in accordance herewith. Such notices shall be deemed
delivered on the date of actual receipt, or upon attempted delivery if acceptance of
delivery is refused.

13.2. Entire Agreement: This EULA constitutes the entire agreement between the parties
hereto with respect to the subject matter hereof and merges all prior and
contemporaneous, oral or written representations, propositions, negotiations or
agreements related thereto.

13.3. Assignment: This EULA and any obligations hereunder may not be assigned by YOU
except in the manner specifically provided for herein under subsection 7.1.2. TOON
BOOM reserves the right to assign this EULA and its obligations hereunder to any
third party agreeing to be bound by the terms of this EULA in writing in its sole
discretion. Any assignment of this EULA or any obligations hereunder not in
conformity with this section 13.3 shall be void.

13.4. Binding Effect: The provisions of this EULA shall be binding upon, and shall inure to
the benefit of the parties hereto, and their respective successors, assigns, and legal
representatives.

13.5. Independent Parties: Nothing in this EULA shall be deemed to create an

employment, agency, joint venture or partnership relationship between the parties
hereto or any of their respective agents or employees, or any other legal
arrangement that would impose liability upon one party for the act or failure to act
of the other party. Neither party shall have any power to enter into any contracts
or commitments or to incur any liabilities in the name of, or on behalf of, the other
party, or to bind the other Party in any respect whatsoever. Further, nothing in
this EULA shall entitle either party to make any representation or give a warranty
on behalf of any other party.

13.6. Severability: If any of the covenants or provisions of this EULA, or any part thereof,
are hereafter construed to be invalid or unenforceable, such covenant or provision
shall not affect the remainder of the covenants or provisions, which shall be
severable and be given full effect without regard to the invalid portion(s).

13.7. Modification/Waiver: Neither this EULA nor any provision hereof may be modified,
waived, discharged or terminated orally, but only by means of a writing signed by
an authorized representative of the waiving party. No waiver of any breach of any
provision of this EULA shall constitute a waiver of any prior, concurrent or
subsequent breach of the same or any other provisions hereof, and no waiver shall
be effective unless made in writing and signed by an authorized representative of
the waiving party.

13.8. Counterparts: This EULA may be executed in any number of counterparts, each of

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 which shall be deemed to be an original, and all of which together shall be deemed
to be one and the same instrument.

13.9. Section Headings: The section headings used in this EULA are intended for
convenience only and shall not be deemed to supersede or modify any provisions.

13.10. Construction: If any ambiguity or question of intent or interpretation arises, this

EULA shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favouring or disfavouring any party by
virtue of the authorship of any of the provisions of this EULA.

13.11. Governing Law and Jurisdiction: This EULA 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 EULA, 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 License
Agreement. The parties hereto hereby agree that the exclusive place of jurisdiction
to resolve any claim or dispute relating to this License 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.

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