TOON BOOM ANIMATION INC.

TOON BOOM HARMONY END-USER LICENSE AGREEMENT (“LICENSE AGREEMENT”)

TOON BOOM ANIMATION INC. ("TOON BOOM") IS WILLING TO LICENSE THIS SOFTWARE FOR USE
BY BUSINESSES OR 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 THE TERMS AND CONDITIONS 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 THESE TERMS AND CONDITIONS OF THE LICENSE AGREEMENT. IF YOU DO NOT AGREE
TO THESE TERMS AND CONDITIONS, 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 LICENSE AGREEMENT IS
ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. THIS LICENSE
AGREEMENT 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 END-USER SOFTWARE 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 (including rental fees), TOON BOOM hereby grants YOU a
personal, non-transferable, non-sublicensable and non-exclusive right to use the
TOON BOOM HARMONY software, regardless which embodiment of TOON BOOM HARMONY
software you have licensed (the "SOFTWARE") and documentation supplied with the
SOFTWARE (the "DOCUMENTATION") solely for the purposes detailed in this Agreement.

1.2. YOU may install and use one copy of the SOFTWARE on one computer unless the
PERMITTED NUMBER indicates otherwise. For the purposes herein, a “PERMITTED
NUMBER” means the number of computers you may use the SOFTWARE on, so long that all
of the computers use the same operating system (see paragraph 1.5 below).

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

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. The SOFTWARE is licensed for use on a specific operating system platform. YOU
must purchase a separate license for use of the SOFTWARE on each operating system
platform. This is true even if two versions of the SOFTWARE, each designed for a
different operating system platform, are made available to download or are
delivered to YOU on the same media.

1.6. 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.

1.7. 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.

1.8. 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., 4200 St-Laurent Blvd, Suite 1020, Montréal, Québec, Canada, H2W
2R2.

1.9 In the event YOU have rented the SOFTWARE on a monthly basis, 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 10 below.

2. COMMERCIAL 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 of the SOFTWARE
for compliance with this License Agreement at any time, without notice. For
purposes of this License Agreement, an “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,
purchasing the EDUCATIONAL version of the SOFTWARE; The “EDUCATIONAL” version of
the SOFTWARE 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, and in
consideration for your agreement to be bound by the terms of this License Agreement
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 and non-exclusive right to use one copy of the
SOFTWARE, DOCUMENTATION and CONTENT FILES supplied with the SOFTWARE on a temporary
basis. After YOU download and install the SOFTWARE (the “TRIAL PERIOD”) 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) You also agree not to save any work created using the TRIAL
version of the SOFTWARE. Your right to use the SOFTWARE will terminate
automatically upon expiration of 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.

4. LICENSE UPGRADES, CROSS-GRADES OR UPDATES

4.1 Each version of the SOFTWARE licensed to you will entitle YOU to one (1)
upgrade, or one (1) cross-grade, or one (1) update on an “additional license” basis
of the SOFTWARE. In the event that YOU wish to license more than one (1) upgrade,
cross-grade or update for any version of the SOFTWARE licensed to you, YOU will 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 Notwithstanding paragraph 4.1 above, if the PERMITTED NUMBER is greater than
one, you will be entitled to upgrades, cross-grades and updates equal to the
PERMITTED NUMBER.

4.3 If this version of the SOFTWARE is an upgrade, cross-grade or update from a

previous version of the SOFTWARE, it is provided to YOU on an “Additional License”
basis and YOU must pay an incremental supplementary license fee for such upgrade,
cross-grade or update. YOU must possess a valid license to such previous version of
the SOFTWARE in order to use such upgrade, cross-grade or update. After YOU install
such upgrade, cross-grade or update, YOU may continue to use any previous version
in accordance with its END-USER license agreement only if (a) the upgrade, cross-
grade or update 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, cross-grade or update. No
other use of the previous version is permitted after installation of an upgrade,
cross-grade or update.

5. PRE-RELEASE/BETA TERM SOFTWARE

5.1. IN the event TOON BOOM wishes to test or to solicit feedback for a pre-
commercial or beta version of the SOFTWARE (the “PRE-RELEASE SOFTWARE”) this
section applies. 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, or if the information independently
becomes public knowledge. If YOU received the PRE-RELEASE SOFTWARE agreement, your
use of the SOFTWARE is also governed by this License Agreement and with particular
attention to paragraph 6 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 9 FOR WARRANTY DISCLAIMERS AND LIABILITY LIMITATIONS.

6. RESTRICTIONS

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

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

6.1.2. assign this License Agreement or any obligations arising hereunder, or

transfer the SOFTWARE, DOCUMENTATION and CONTENT FILES, to any third party, (i)
without such third party agreeing to be bound by the terms of this License
Agreement in writing, and (ii) without TOON BOOM’s prior written consent;

6.1.3. copy the SOFTWARE, DOCUMENTATION 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, DOCUMENTATION and CONTENT FILES;

6.1.4. 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;

6.1.5. 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;

6.1.6. distribute the CONTENT FILES on a standalone basis;

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

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

7. INTERNET CONNECTIVITY AND PRIVACY

7.1. 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.

7.2. 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.

7.3. When the SOFTWARE automatically connects to the Internet, other than the IP
Address, no personally identifiable information is sent to TOON BOOM. TOON BOOM
complies with all applicable Canadian privacy legislation governing the collection
and use of personally identifiable information.

7.4. 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.

7.5. 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. OWNERSHIP AND COPYRIGHT

8.1. Title to and ownership of all rights, title and interest in and to the
SOFTWARE, DOCUMENTATION, CONTENT FILES and other materials supplied with the
SOFTWARE, including any and all patents, copyrights, trademarks, products names,
logos, and any and all other intellectual property rights relating thereto, is and
shall at all times remain with TOON BOOM and its suppliers. The SOFTWARE,
DOCUMENTATION, and CONTENT FILES are protected by copyright laws and international
treaty provisions. YOU must therefore treat the SOFTWARE, DOCUMENTATION and CONTENT
FILES may not use them except as expressly permitted in this License Agreement.
Nothing herein shall be interpreted to grant to you any right, title or interest in
or to the SOFTWARE, DOCUMENTATION, CONTENT FILES, and/or in or to any patents,
copyrights, trademarks, products names, logos, or any and all other intellectual
property rights relating thereto, except as specifically provided for herein. All
rights not expressly granted herein are hereby reserved by TOON BOOM.

9. LIMITED WARRANTY AND LIMITATION OF LIABILITY

9.1. 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.,
4200 St-Laurent Blvd., Suite 1020, Montréal, Québec, Canada, H2W 2R2. Or contact us
through our website at http://www.toonboom.com.

9.2. EXCEPT AS SPECIFIED IN THE LIMITED WARRANTY IN SECTION 9.1, THE SOFTWARE AND
DOCUMENTATION ARE 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 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.

9.3. 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.

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

9.5. 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.
10. TERM AND TERMINATION

10.1. YOU may terminate this License Agreement by destroying the SOFTWARE and any
copies of it in your possession. This License Agreement will terminate
automatically if YOU fail to abide by any of its provisions.

10.2. Upon termination or expiry of this License Agreement 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.

10.3. The provisions of sections 4, 5, 6, 8, 9.2, 9.3, 9.4, 9.5, 11, and 12 hereof
shall survive termination of this License Agreement.

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

11.1. 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 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.

11.2. 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.

11.3. The Special Terms and Conditions in this section 11 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.

12. GENERAL PROVISIONS

12.1. Notice: Any notice or consent required or permitted by this License

Agreement 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 of this License Agreement, 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.

12.2. Entire Agreement: This License Agreement 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.
12.3. Assignment: This License Agreement and any obligations hereunder may not be
assigned by YOU except in the manner specifically provided for herein under
subsection 6.1.2. TOON BOOM reserves the right to assign this License Agreement
and its obligations hereunder to any third party agreeing to be bound by the terms
of this License Agreement in writing in its sole discretion. Any assignment of
this License Agreement or any obligations hereunder not in conformity with this
section 12.4 shall be void.

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

12.5. Independent Parties: Nothing in this License Agreement 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 License Agreement shall entitle either party to make any
representation or give a warranty on behalf of any other party.

12.6. Severability: If any of the covenants or provisions of this License

Agreement, 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).

12.7. Modification/Waiver: Neither this License Agreement 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 License 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.

12.8. Counterparts: This License Agreement 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.

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

12.10. Construction: If an ambiguity or question of intent or interpretation

arises, this License Agreement 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
License Agreement.

12.11. Governing Law and Jurisdiction: This License Agreement 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 License Agreement, 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.

12.12. Language: The parties hereto hereby acknowledge having requested that
this License Agreement be drafted in the English language only. Les parties aux
présentes reconnaissent avoir exigé que la présente convention ne soit rédigée
qu’en anglais seulement.