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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 IN WHICH THEY 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. A PRINTABLE VERSION OF THIS EULA CAN BE FOUND AT
h ps://www.toonboom.com/end-user-license-agreement. TOON BOOM ENCOURAGES YOU TO
PRINT A COPY TO RETAIN FOR YOUR RECORDS. IF YOU WISH FOR TOON BOOM TO SEND YOU A PAPER OR
PDF COPY OF THIS EULA, PLEASE REQUEST ONE AT: success@toonboom.com , SETTING OUT YOUR
NAME, ADDRESS, AND THE DATE ON WHICH YOU AGREED TO THIS EULA. 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 considera on 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 con nuous
compliance with this EULA, TOON BOOM hereby grants YOU a personal, non-transferable,
non-sublicensable, non-assignable and non-exclusive right to use: (a) the so ware product
or products provided to you for use by TOON BOOM, each as applicable, and (b) any
accompanying documenta on (the “DOCUMENTATION”) (collec vely, the "SOFTWARE")
solely (i) by a single user on a single personal computer unless the PERMITTED NUMBER
indicates otherwise; (ii) for the purposes detailed in this Agreement; and (iii) for the period
iden fied in the applicable invoice. “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
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archival or emergency restart purposes. You must reproduce on any such copies all copyright
no ces 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. 
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 addi onal copies of the SOFTWARE or require addi onal physical/hard
copies of the DOCUMENTATION beyond the PERMITTED NUMBER, YOU must obtain
addi onal license(s) and pay addi onal license fees in respect thereto, or purchase
addi onal 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 deriva ve 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 dura on of the rental period. Upon expiry of the
rental period, YOU will comply with all sec ons of this Agreement and specifically with
sec on 11 below.
1.8 SEE SECTION 10 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS.
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 ins tute
reasonable controls to ensure that anyone authorized to use the SOFTWARE (i.e. students
and faculty) will not use the SOFTWARE for commercial purposes. Failure by anyone
authorized to use the SOFTWARE to comply with restric ons on its use set out in this EULA
may result in the termina on of your license. YOU agree that TOON BOOM may audit your
use of the EDUCATIONAL VERSION for compliance with this EULA at any me, without
no ce. “EDUCATIONAL END-USER” means primary and secondary schools, colleges,
universi es, voca onal schools and training centers, public libraries, youth organiza ons and
ins tu ons providing organized educa onal programs to students (including mature
students) and young people, and their respec ve 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. SEE
SECTION 10 FOR ADDITIONAL WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS.
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3.TRIAL VERSION END-USER LICENSE
3.1. If a trial version of the SOFTWARE has been licensed to YOU, in considera on for your
agreement to be bound by the terms of this EULA and your interest in evalua ng 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 copy of the SOFTWARE and CONTENT FILES
supplied with the SOFTWARE on a temporary basis. A er YOU download and install the
SOFTWARE you agree to solely use the SOFTWARE for your personal evalua on purposes
and agree not to use the SOFTWARE for any commercial purposes (including but not limited
to anima on produc on, or the crea on of trailers or teasers of commercial works) or for
use in educa ng any third party. In order to use the SOFTWARE for commercial or
educa onal purposes, you must purchase a commercial or educa onal license. Your right to
use the SOFTWARE will terminate automa cally a er twenty one (21) days from installa on
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 DISCLAIMER: TOON BOOM will not be liable for any losses, damages or for the security of
your property in connec on with the use of the trial version of the SOFTWARE. SEE SECTION
10 FOR ADDITIONAL WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS.
4.LICENSE UPGRADES OR UPDATES
4.1 Depending on the license to SOFTWARE YOU have purchased from TOON BOOM and the
accompanying support plan you have subscribed to, upgrades, updates, and new releases
may be made available to YOU, which will be subject to these license terms and any
supplemental license terms provided with such upgrade, update or new release. If your
licenseor support plan does not provide for upgrades, updates or new releases to which
YOU would like access, you may need to purchase a new license or a supplementary support
plan in order to gain such access. Descrip ons of our support plans can be found at
h ps://desk.toonboom.com/hc/en-us/ar cles/360008502914-Support-Offerings .
4.2 A er YOU install any upgraded version of the SOFTWARE, the original version of the
SOFTWARE and the updated version of the SOFTWARE may not be used by different users
unless under separate licenses. YOU may con nue to use any previous version in accordance
with its end-user license agreement only if (a) the upgrade and all previous versions are
installed only on the same computer and used by the same user; (b) the previous versions or
copies thereof are not transferred to any other party; and (c) YOU accept that any obliga on
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 permi ed a er installa on of an upgrade.
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5.PRE-RELEASE/BETA TERM SOFTWARE
5.1. This sec on applies solely to pre-commercial release or beta so ware (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 informa on, and experiences rela ng to the PRE-
RELEASE SOFTWARE confiden al un l such me that TOON BOOM commercially releases
the PRE-RELEASE version, or un l the informa on independently becomes public knowledge.
If YOU received the PRE-RELEASE SOFTWARE agreement, your use of the SOFTWARE is also
governed by this EULA, with par cular a en on to sec on 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 ADDITIONAL WARRANTY
DISCLAIMERS AND LIABILITY LIMITATIONS.
6. CLOUD/HOSTED SOFTWARE
6.1. This sec on 6 applies solely to the following SOFTWARE: Producer so ware. 
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 limita on, informa on, scene, storyboard, videos, audio
files, data, text, photographs, wri en 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 mes be in
compliance with all applicable laws, rules and regula ons.    
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 informa on and CONTENT.
7.RESTRICTIONS
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7.1. Unless otherwise specifically permi ed 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 obliga ons 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 wri ng, and (ii) without TOON BOOM’s prior wri en
consent; 
7.1.3. copy, except and only to the extent copying is expressly permi ed by applicable law,
the SOFTWARE and CONTENT FILES; any permi ed reproduc on of the
aforemen oned must reproduce on any such reproduc ons all copyright no ces
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 me, 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 deriva ve works from
the SOFTWARE or its proprietary source code; however, you may, where made
available, access and make use of the So ware Development Kit open interface
applica on to develop your own special effects, features, add-ons and plug-ins for
use in conjunc on 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 jurisdic on 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 deriva ve
works thereof; and
7.1.9. otherwise use the SOFTWARE and CONTENT FILES for the purposes it is designed for
and as expressly permi ed herein.
7.2 YOU agree not to: (a) engage in the manufacture, use, distribu on or transfer of counterfeit,
pirated or illegal so ware in connec on with your use of the SOFTWARE; (b) use any
counterfeit, pirated or illegal version of the SOFTWARE; or (c) publish or distribute any work
or content created or modified using any counterfeit, pirated or illegal version of the
SOFTWARE. YOU may not provide for use in any capacity the SOFTWARE to any party that
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YOU have reason to believe is engaged in these ac vi es or to permit any contractor, service
provider, employee, consultant, or any third party with whom YOU work to use any so ware
which counterfeits, pirates, or otherwise infringes on the intellectual property rights in, the
SOFTWARE. YOU agree to report to TOON BOOM any suspected counterfei ng, piracy or
other intellectual property infringement in computer programs, manuals, marke ng
materials of, or in connec on with, the SOFTWARE as soon as YOU become aware of it. YOU
will cooperate with TOON BOOM in the inves ga on of any party suspected of these
ac vi es (including providing the ability review so ware code which has been created using,
or access systems hos ng, the SOFTWARE or a suspected counterfeited, pirated or
unauthorized version of the SOFTWARE) and where such ac vi es have occurred, cause
them to cease immediately. Non-compliance by you with this clause may result in the
immediate termina on of your right to use the SOFTWARE.
8.INTERNET CONNECTIVITY AND PRIVACY
8.1. TOON BOOM shall only collect, use, store and disclose personal informa on in compliance
with:
8.1.1 applicable Canadian privacy legisla on; and
8.1.2 TOON BOOM’s privacy policy, which is accessible at
h p://www.toonboom.com/privacy.
8.2. Solely in connec on with Producer so ware, TOON BOOM may collect personal informa on
from YOU such as name, address and contact informa on for the purposes of issuing and
managing a license for the SOFTWARE, including providing any ongoing service and support. 
8.2.1 TOON BOOM does notsell your personal informa on, or otherwise disclose your
personal informa on to third par es for their own use.    In some cases, TOON
BOOM works with third par es to process or store your personal informa on on its
behalf.    Both TOON BOOM and its partners may store this informa on in countries
other than the country in which YOU are located at the me of collec on.    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, organiza onal and physical safeguards to
protect your data.    In the event of a security incident, TOON BOOM will act swi ly
to contain and respond to any data loss in compliance with its legal obliga ons.
TOON BOOM and its partners will only store your personal informa on for as long
as necessary to fulfill the above purposes or as required by law, whichever is longer,
a er which it will be deleted or anonymized.
8.3. YOU acknowledge and agree that the SOFTWARE may cause your computer to automa cally
connect to the Internet in order to communicate with a TOON BOOM web site for purposes
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that may include providing YOU with addi onal informa on and product ac va on.
8.4. When the SOFTWARE automa cally connects to the Internet, an Internet Protocol address
(the “IP ADDRESS”) that is associated with your current Internet connec on is sent to a
TOON BOOM web site.
8.5. The SOFTWARE may include product ac va on 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 or prohibit uses of
the SOFTWARE that are not permi ed. To protect licenses from unauthorized use, if the
SOFTWARE detects the use of fraudulent licenses, it may no fy Toon Boom by sending the
computer’s name and serial number, version, IP address, user’s names, email and username.
You hereby consent to such communica on in that event.
8.6. Whenever the SOFTWARE makes an Internet connec on and communicates with a TOON
BOOM web site, the TOON BOOM Privacy Policy shall apply
(h p://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.
8.7. The SOFTWARE may also include an op onal "customer experience improvement program"
feature whereby usage informa on is collected and sent to TOON BOOM. The data will
consist of a basic hardware descrip on, such as the app version, loca on, licence type,
opera ng system pla orm and version, screen resolu on, OS language and applica on
selected language, and usage informa on (sessions, events, views). This data will not be
used to iden fy you. TOON BOOM will only use this informa on to improve the SOFTWARE,
and may share the informa on with third par es for the same reason. The "customer
experience improvement program" is enabled by default but is voluntary. If you prefer not to
par cipate in the "customer experience improvement program", you can opt out when you
first launch the so ware, by using a global preference, or by a command line argument.
8.8. If you provide access to the SOFTWARE to other individuals, you represent that you have
obtained the required consent from these individuals to the collec on of their personal
informa on, as described in this sec on.
9.OWNERSHIP AND COPYRIGHT
9.1. The SOFTWARE and CONTENT FILES are protected by law, including copyright laws and
interna onal 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, tle 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.
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10.LIMITED WARRANTY AND LIMITATION OF LIABILITY
To the greatest extent permi ed by the law:
10.1. TOON BOOM warrants that for a period of ninety (90) days from the date of download,
when used with a recommended opera ng system and hardware configura on, the
SOFTWARE will perform in substan al conformance with the DOCUMENTATION (the
“LIMITED WARRANTY”). TOON BOOM’s and its suppliers’ en re liability and your exclusive
remedy shall be, at TOON BOOM’s op on (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, misapplica on, abnormal use or a virus. This
Limited Warranty gives YOU specific legal rights. YOU may have addi onal rights which vary
from jurisdic on to jurisdic on. For further warranty informa on, please contact us through
our website at h p://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 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
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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 elec on,
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 termina on. In
lieu of so termina ng this EULA, TOON BOOM may, at its sole op on, modify or replace the
SOFTWARE such that it is no longer subject to an INFRINGEMENT CLAIM.
11.2. This EULA will terminate automa cally if YOU fail to abide by any of its provisions or upon
any other event set out expressly in the EULA as a termina on of your license or use of the
SOFTWARE. In the event of such termina on, 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. 
11.4. Upon termina on 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
automa cally stop func oning on all computers that YOU downloaded and installed the
SOFTWARE on.    
11.5. The provisions of sec ons 4, 5, 6, 7, 9, 10.2, 10.3, 10.4, 10.5, 12, and 13 hereof shall survive
termina on of this EULA.
12.SPECIAL TERMS AND CONDITIONS FOR Adobe “Flash” File Format (SWF)
12.1. THE SWF 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 IS AT YOUR OWN DISCRETION
AND RISK.    TOON BOOM AND ITS SUPPLIERS DISCLAIM ALL EXPRESS AND IMPLIED
WARRANTIES FOR THE SWF 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
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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 SWFIS
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.
12.3. The Special Terms and Condi ons in this sec on 12 are supplemental to the other terms and
condi ons of this EULA. In case of conflict, these Special Terms and Condi ons shall prevail
over the other terms and condi ons of this EULA.
13.GENERAL PROVISIONS
13.1. No ce: Any no ce or consent required or permi ed by this EULA shall be either personally
delivered or mailed by registered or cer fied mail, return receipt requested, to each of the
par es hereto at the address specified on the first page of this EULA, or to such address or
addresses or forwarded by facsimile transmission or by e-mail (with confirma on of
receipt), as the par es hereto may designate by no ce given in accordance herewith. Such
no ces shall be deemed delivered on the date of actual receipt, or upon a empted delivery
if acceptance of delivery is refused.
13.2. En re Agreement: This EULA cons tutes the en re agreement between the par es hereto
with respect to the subject ma er hereof and merges all prior and contemporaneous, oral
or wri en representa ons, proposi ons, nego a ons or agreements related thereto.
13.3. Assignment: This EULA and any obliga ons hereunder may not be assigned by YOU except
in the manner specifically provided for herein under subsec on 7.1.2. TOON BOOM
reserves the right to assign this EULA and its obliga ons hereunder to any third party
agreeing to be bound by the terms of this EULA in wri ng in its sole discre on. Any
assignment of this EULA or any obliga ons hereunder not in conformity with this sec on
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 par es hereto, and their respec ve successors, assigns, and legal
representa ves.
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13.5. Independent Par es: Nothing in this EULA shall be deemed to create an employment,
agency, joint venture or partnership rela onship between the par es hereto or any of their
respec ve 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 liabili es 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 en tle either party to make any representa on 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
herea er 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 por on(s).
13.7. Modifica on/Waiver: Neither this EULA nor any provision hereof may be modified, waived,
discharged or terminated orally, but only by means of a wri ng signed by an authorized
representa ve of the waiving party. No waiver of any breach of any provision of this EULA
shall cons tute a waiver of any prior, concurrent or subsequent breach of the same or any
other provisions hereof, and no waiver shall be effec ve unless made in wri ng and signed
by an authorized representa ve of the waiving party.
13.8. Counterparts: This EULA may be executed in any number of counterparts, each of 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. Sec on Headings: The sec on headings used in this EULA are intended for convenience only
and shall not be deemed to supersede or modify any provisions.
13.10. Construc on: If any ambiguity or ques on of intent or interpreta on arises, this EULA shall
be construed as if dra ed jointly by the par es hereto and no presump on 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 Jurisdic on: 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
mes during this EULA, the par es hereto agree to comply with all laws, regula ons 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 par es hereto hereby agree that
the exclusive place of jurisdic on to resolve any claim or dispute rela ng to this License
Agreement shall be the courts located in Montreal, Quebec.    Each party hereto hereby
irrevocably waives any objec on it may have to the venue of any ac on, suit or proceeding
brought in such courts or to the convenience of the forum.    A prevailing partyin any such
ac on, suit or proceeding shall be en tled to recover reasonable a orneys’ fees and costs.
41754334.1
13.12. Language: The par es hereto hereby acknowledge having requested that this License
Agreement be dra ed in the English language only. A French language version is available
upon request to success@toonboom.com . Les par es aux présentes reconnaissent avoir
exigé que la présente conven on ne soit rédigée qu’en anglais seulement. Une version en
langue française est disponible sur demande à success@toonboom.com .