TOON BOOM ANIMATION INC.

TOON BOOM STUDIO EXPRESS DEMO END USER LICENSE AGREEMENT
 
TOON BOOM ANIMATION INC. ("TOON BOOM") IS WILLING TO LICENSE THIS SOFTWARE FOR USE BY BUSINESSES OR INDIVIDUALS WHO ARE CONSIDERED OF FULL AGE TO ENTER INTO CONTRACTS IN THE JURISDICTION IN WHICH THIS SOFTWARE IS BEING INSTALLED ("YOU") ONLY UPON THE CONDITION THAT YOU ACCEPT THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. BY CLICKING ON THE "AGREE" BUTTON, DOWNLOADING, INSTALLING OR USING THE SOFTWARE, YOU AGREE ON YOUR OWN BEHALF AND ON BEHALF OF EACH ENTITY ON WHOSE BEHALF YOU ACT TO ACCEPT AND ABIDE BY THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, 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.

1. 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 license fees and all other applicable charges for the application, TOON BOOM hereby grants you a personal, non-transferable and non-exclusive right to use the TOON BOOM STUDIO EXPRESS DEMO software (the "SOFTWARE") and documentation supplied with the SOFTWARE (the "DOCUMENTATION") solely for your internal purposes. 

1.2 If you wish to use additional copies of the SOFTWARE you must obtain an additional license and pay additional license fees.

1.3 If this version of the SOFTWARE has been licensed to you as an "Educational Version", you may not use it for, or distribute it to any person for, any commercial purpose. You agree to implement reasonable controls to ensure that your use of the SOFTWARE is so restricted.  You agree that TOON BOOM may audit your use of the SOFTWARE for compliance with this Agreement at any time, with or without notice.

1.4 Any SOFTWARE which is downloaded or installed for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer of the Software is Toon Boom Animation Inc., 7, Laurier Avenue East, Montreal, Québec, Canada, H2T 1E4.

2. EVALUATION LICENSE 

2.1 If this copy of the SOFTWARE is an EVALUATION version and in consideration for your agreement to be bound by the terms of this License Agreement and your interest in evaluating the TOON BOOM STUDIO EXPRESS DEMO software (the "SOFTWARE") to determine whether you will license the SOFTWARE, TOON BOOM hereby grants you a personal, non-transferable and non-exclusive right to use one copy of the SOFTWARE and documentation supplied with the SOFTWARE (the "DOCUMENTATION") for a limited period of fifteen (15) days after you install the SOFTWARE (the "Evaluation Period") solely for evaluation purposes with no right to use it in production or to use it to save any work created with the evaluation copy of the SOFTWARE and solely for your internal purposes. Use of the SOFTWARE will terminate automatically upon expiration of the Evaluation Period. 

2.2 If you wish to license the SOFTWARE after the Evaluation Period you must enter into a separate standard License Agreement for the SOFTWARE and pay the applicable license fees.

3. UPGRADE 

3.1 If this copy of the SOFTWARE is an upgrade from an earlier version of the SOFTWARE, it is provided to you on a license exchange basis. You agree by your installation and use of this upgrade copy of the SOFTWARE to destroy and not use or transfer to any person the earlier version of the SOFTWARE.

4. RESTRICTIONS

4.1 You hereby agree not to:

4.1.1 rent, lease, lend or give the SOFTWARE to any third party;

4.1.2 assign this Agreement or transfer the SOFTWARE to any third party without such third party agreeing to be bound by the terms of this Agreement; 

4.1.3 copy the SOFTWARE except to make one copy of the SOFTWARE for back-up purposes. You must reproduce on any such copy all copyright notices and any other proprietary legends on the original copy of the Software

4.1.4 copy any DOCUMENTATION. Additional copies of the DOCUMENTATION can be purchased from TOON BOOM at TOON BOOM's list price;

4.1.5 use or access the SOFTWARE on more than one computer at any one time, unless specifically licensed to do so or permit any person other than your employee and sub-contractors to use the SOFTWARE;

4.1.6 reverse engineer, decompile or disassemble the SOFTWARE;

4.1.7 modify the SOFTWARE except to the extent permitted by the SOFTWARE as licensed or by use of the development kit of the SOFTWARE to the extent licensed to you;

4.1.8 use the SOFTWARE except as expressly authorized herein;

4.1.9 export the SOFTWARE outside of the jurisdiction in which you installed it except in compliance with all applicable laws..

5. OWNERSHIP AND COPYRIGHT

5.1 Title to and ownership of all rights in and to the SOFTWARE, DOCUMENTATION trademarks, products names, logos, and other materials supplied with the SOFTWARE, including copyright and all other intellectual property rights, shall at all times remain with TOON BOOM and its suppliers. The SOFTWARE and DOCUMENTATION are protected by copyright laws and international treaty provisions. You must therefore treat the SOFTWARE and DOCUMENTATION like any other copyrighted material and may not use them except as expressly permitted in this Agreement. All rights not expressly granted are hereby reserved by TOON BOOM.

6. LIMITED WARRANTY AND DISCLAIMER OF WARRANTIES AND CONDITIONS

6.1 TOON BOOM warrants that, for a period of ninety (90) days from the date of delivery (as evidenced by a copy of your receipt) or the date of download, as the case may be: (i) when used with a recommended hardware configuration, the SOFTWARE will perform in substantial conformance with the DOCUMENTATION; and (ii) that the physical media, if supplied by TOON BOOM on which the SOFTWARE is furnished will be free from defects in materials and workmanship under normal use. 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 and that 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. Any replacement SOFTWARE will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. To exercise your remedy, contact: Toon Boom Animation Inc., 7, Laurier Avenue East, Montreal, Québec, Canada, H2T 1E4.or contact us through our website at http://toonboom.com.

6.2 EXCEPT AS SPECIFIED IN THE LIMITED WARRANTY THAT APPEARS ABOVE, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND.  TOON BOOM DISCLAIMS 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 DOES 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 DOES NOT WARRANT, GUARANTEE OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULT OF THE USE OF THE SOFTWARE OR DOCUMENTATION 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. 

6.3 IN NO EVENT SHALL TOON BOOM OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES, WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR PROFIT, INTERRUPTION OF ACTIVITIES, LOSS OF INFORMATION, COMPUTER PROGRAMS, FILMS OR OTHER MATERIALS OR OTHER PECUNIARY LOSS 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 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.4 NOTWITHSTANDING ANY PROVISIONS OF THIS AGREEMENT, TOON BOOM'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE LICENSE FEES ACTUALLY PAID BY YOU FOR THE SOFTWARE RELATED TO THE CAUSE OF ACTION.

7. TERM AND TERMINATION

7.1 This Agreement is effective until terminated or the end of the evaluation period in the case of an EVALUATION license. You may terminate this Agreement by destroying the SOFTWARE and any copies of it in your possession. This Agreement will terminate automatically if you fail to abide by any of its provisions.

7.2 Upon termination of this Agreement, you shall immediately cease using the SOFTWARE.

7.3 The provisions of Sections 4, 5 and 6 hereof shall survive termination of this Agreement.

8. GENERAL PROVISIONS

8.1 You shall not export the SOFTWARE or DOCUMENTATION except in conformance with applicable laws.

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

8.3 If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8.4 No waiver of any breach of any provision of this Agreement 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.

8.5 The Section headings used in this Agreement are intended for convenience only and shall not be deemed to supersede or modify any provisions.

8.6 This Agreement shall be governed by the laws of the Province of Quebec, Canada (without regard to its conflict of laws rules). You consent to the exclusive jurisdiction and venue of the courts of the District of Montreal, Quebec, Canada in case of any dispute related to this Agreement.

9. SPECIAL TERMS AND CONDITIONS FOR MACROMEDIA(r) FLASH(tm) FILE FORMAT (SWF)


	9.1 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 IS 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 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.

9.2 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 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 INCIDENTIAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.  THE SWF IS 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.

9.3 The Special Terms and Conditions in this section 8 are supplemental to the other terms and conditions of this License Agreement.  In case of conflict, these Special Terms and Conditions shall prevail over the other terms and conditions of this License Agreement.
