IMPORTANT – PLEASE READ CAREFULLY BEFORE USING FELIX & PAUL MATERIALS (AS DEFINED BELOW). THE DEFINITIONS ARE SET OUT AT THE END OF THIS AGREEMENT.

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1. Parties

This Agreement is between you (“You” or “Your”) and Felix & Paul Studios Inc. (“Felix & Paul”). You must agree to the terms of the Agreement in order to Use the Felix & Paul Materials. This Agreement is not available to any corporation, partnership, or other form of business entity. This Agreement sets forth the entire understanding and agreement between You and Felix & Paul with respect to the subject matter hereof.

2. Users, User Items, and the Experiences

Felix & Paul grants You a limited, non-exclusive and non-transferable licence to Use the Felix & Paul Materials, in accordance with the terms set forth in this Agreement. You may not Use the Felix & Paul Materials (directly or indirectly) for any commercial purpose and You are not allowed to provide the Felix & Paul Materials to any third party (except that you may allow others to experience a Felix & Paul Experience on your personal User Item without charging a fee). For the avoidance of doubt, any public exhibition of Felix & Paul Experiences is prohibited. You acknowledge that You will not Use the Felix & Paul Materials in any way or for any purpose that is unlawful or prohibited by the terms of this Agreement. Felix & Paul reserves the right to terminate Your Use of the Felix & Paul Materials at any time if you do not abide by these conditions. You agree to obtain any Felix & Paul Materials (including Experiences) only through a Distributor or Felix & Paul and to comply with terms and conditions set by the Distributor, as applicable. The Experiences require User Items, such as specialized hardware, software, and/or other items (usually specified by the Distributor). You are solely responsible for selecting, obtaining, maintaining, and using the User Items. Patches, updates, upgrades and other modifications to the Felix & Paul Materials will be installed on the User Items in accordance with terms and conditions set by the Distributor. This Agreement is effective from the moment you first Use the Felix & Paul Materials until it is terminated. This Agreement is terminated automatically by Felix & Paul if You fail to comply with the terms and conditions of this Agreement.

3. Fees

You agree to pay the published fees for the Felix & Paul Materials, as those fees are shown on the web store, app store, or other distribution point operated by either a Distributor or Felix & Paul. You agree that You will not make any claim against Felix & Paul in regard to any fee or related matter and that Your claim will be solely against the Distributor. You agree to pay any taxes and/or other costs (such as bandwidth, equipment, or other expenses) associated with Your Use of the Felix & Paul Materials.

4. Intellectual Property

You agree that all IP in the Felix & Paul Materials is owned by and/or licensed to Felix & Paul (except as explicitly otherwise stated by Felix & Paul pertaining to specific elements of the Felix & Paul Materials), and that you have no rights in that IP. You agree not to Use any part or element of the Felix & Paul Materials except in connection with the private exhibition of an Experience as contemplated by this Agreement. Except for the non-exclusive rights to view the Experiences (including the right to Use Software in connection with viewing the Experiences), you do not have and do not obtain any IP rights whatsoever in the Felix & Paul Materials or Experiences. You agree not to or attempt to (1) reverse engineer, decompile, disassemble the Felix & Paul Materials; (2) distribute, transfer, sell, lease, sublicense, assign or otherwise make available, directly or indirectly, the Felix & Paul Materials, in part or in whole; (3) copy, reproduce, modify, adapt, translate, or create derivative works from the Felix & Paul Materials; (4) remove any copyright or other proprietary notations from the Felix & Paul Materials; (5) obtain any information about any aspect of the IP in the Experiences and/or Felix & Paul Materials; or (6) extract any portion or element of the Felix & Paul Materials for any purpose whatsoever. In some cases, the Software contains free and/or open source software (“FOSS”), which is identified as appropriate to each license’s terms. You agree to comply with any applicable FOSS terms. In some cases, the Experiences and/or Felix & Paul Materials include the IP of other parties. You agree that you will comply with the rights of such other parties.

5. Updates and Changes

This Agreement may be changed and/or updated from time to time by posting the changes on the Felix & Paul website. You agree to accept such changes unless you (1) stop using any Felix & Paul Materials and/or Experiences at the time of the change and (2) notify Felix & Paul that you reject such changes.

6. Privacy Policy

You agree to the terms and conditions of the Felix & Paul privacy policy, located at http://felixandpaul.com/privacy, and to the privacy policies of any Distributor which you use.

7. Health and Safety

You are solely responsible for the health and safety of owning and operating the User Items and/or the Experience, including the selection of a safe location and set-up. Felix & Paul makes no warranty whatsoever of any kind or nature with regard to the Experiences and/or Felix & Paul Materials including (but not limited to) personal injury, illness or property damage of any kind or type.

8. Indemnification

You hereby agree to defend, indemnify and hold harmless Felix & Paul, its shareholders, affiliates, directors, officers, subsidiaries, employees, agents, suppliers, licensees, Distributors, successors and assigns and other users of the Felix & Paul Materials, from all damages, liabilities, claims and expenses, including without limitation attorneys’ fees and costs, arising from relating to any breach of this Agreement by you, or from your Use of the Felix & Paul Materials and/or Experiences, except regarding the IP in the Felix & Paul Materials.

9. Limited Warranty and Limitation of Liability

FELIX & PAUL ASSUMES NO RESPONSIBILITY FOR THE SELECTION OF THE FELIX & PAUL MATERIALS TO ACHIEVE ANY INTENDED PURPOSE, FOR THE PROPER USE OF FELIX & PAUL MATERIALS OR FOR THE RESULTS OBTAINED FROM USE OF THE FELIX & PAUL MATERIALS. FELIX & PAUL LICENSES THE FELIX & PAUL MATERIALS, INCLUDING USE OF THE FELIX & PAUL MATERIALS, “AS IS.” FELIX & PAUL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FURTHER, FELIX & PAUL DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS OR RELIABILITY OF THE USE OF THE FELIX & PAUL MATERIALS OR OTHERWISE RELATING TO THE FELIX & PAUL MATERIALS OR ANY MATERIAL ON ANY WEBSITES LINKED TO THE FELIX & PAUL MATERIALS. FELIX & PAUL DOES NOT WARRANT THAT THE FELIX & PAUL MATERIALS WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE OR THAT THE FELIX & PAUL MATERIALS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE FELIX & PAUL MATERIALS RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, LICENSOR IS NOT RESPONSIBLE FOR THESE COSTS. IN NO EVENT WILL FELIX & PAUL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR THIRD-PARTY SUPPLIERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES WHATSOEVER RESULTING FROM LOST DATA OR THE MISUSE OF DATA OR PERSONAL INFORMATION, HOWEVER ARISING, WHETHER FOR BREACH OF CONTRACT OR OTHERWISE, INCLUDING NEGLIGENCE, INCURRED BY YOU OR ANY THIRD PARTY, IN ANY CASE, REGARDLESS OF WHETHER FELIX & PAUL OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS OR THIRD-PARTY SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT, IN ANY EVENT, THE MAXIMUM AGGREGATE LIABILITY OF FELIX & PAUL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUB-CONTRACTORS AND THIRD-PARTY SUPPLIERS UNDER THIS AGREEMENT, OR OTHERWISE IN RESPECT OF THE SUBJECT MATTER OF THIS AGREEMENT, FOR DAMAGES, REGARDLESS OF FORM OF ACTION, WILL BE EQUAL TO THE GREATEST OF (1) CDN $100.00, OR (2) FIVE TIMES THE AMOUNT RECEIVED BY FELIX & PAUL FROM YOU IN RELATION TO THIS AGREEMENT. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY, THESE LIMITATIONS MAY NOT APPLY TO YOU. THESE PROVISIONS WILL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. Governing Law and Forum

To the fullest extent permitted by applicable law, this Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein. Any actions at law or in equity arising out of or in relation to this Agreement may be filed only in courts located in the Province of Quebec, Canada and You hereby consent and submit to the personal jurisdiction of such courts.

11. Definitions