APPLICATION END USER LICENSE AGREEMENT

Valid for ALL Budge Studios published applications

Last updated: August 9th, 2024

IMPORTANT NOTICE: THIS LICENSE CONTAINS A MANDATORY ARBITRATION AGREEMENT FOR ALL USERS EXCEPT RESIDENTS OF QUEBEC, REQUIRING ANY DISPUTE BETWEEN YOU AND BUDGE STUDIOS TO BE EXCLUSIVELY RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND, SUBJECT TO LIMITED EXCEPTIONS. UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE OPT-OUT PROCEDURES DESCRIBED BELOW, YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT. BY ACCESSING OR USING THE APPLICATION, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

This Application End User License Agreement (“License”) is an agreement between you, as the end user, or (if the end user is under 18 years of age or under the applicable age of legal majority as defined in such end user’s state and/or country of residence) on behalf of such minor end user as the parent or legal guardian to the end user as the case may be (collectively, “you”, “your”, or “user”), and Budge Studios Inc. (“Budge Studios”). This License governs your use of any and all of the applications published by Budge Studios and any and all related documentation, updates, patches and upgrades that replace or supplement any or all of the applications in any respect and which are not distributed with a separate license (individually and/or collectively, the “Application”). This License applies to any and all Applications created or distributed by Budge Studios.

BY DOWNLOADING AND/OR USING THE APPLICATION, YOU (AND, IF YOU ARE UNDER THE APPLICABLE AGE OF LEGAL MAJORITY, YOUR PARENT OR GUARDIAN ON YOUR BEHALF) AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE.

KIDS, IF YOU ARE UNDER 18 YEARS OLD OR HAVE NOT REACHED THE AGE OF MAJORITY IN YOUR STATE AND/OR COUNTRY OF RESIDENCE, YOU MUST HAVE A PARENT OR LEGAL GUARDIAN READ AND ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE ON YOUR BEHALF AND TAKE FULL RESPONSIBILITY FOR COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LICENSE.

By consenting to this License, downloading and/or using the Application, or allowing it to be downloaded and/or used, you (or, if you are a minor, your parent or guardian on your behalf) acknowledge and agree that:

a) You are at least 18 years of age or any other legal age required to form a contract in your jurisdiction and have the right, authority, and legal capacity to enter into this License (or, if applicable, you are the parent or legal guardian of an end user who is under the applicable age of legal majority in your state and/or country of residence, and you have the right, authority and legal capacity to enter into this License on behalf of such minor end user); b) You have read, understood and agree to be bound by the terms and conditions of this License with respect to yourself and any minor child authorized by you; and c) You acknowledge that Budge Studios will treat your data and that of your minor child (if applicable) in accordance with Budge Studios’ Privacy Policy, available at https://budgestudios.com/en/legal/privacy-policy/ (“Privacy Policy”).

If you do not agree with the terms and conditions of the License and Privacy Policy, then do not download or use the Application and delete any copies installed on your devices. Your agreement with regards to this License becomes effective immediately upon installation and/or use of the Application, and shall end on the earliest date on which you dispose of the Application or Budge Studios’ termination of this License. This License may be amended from time to time We will attempt to notify you when we make any material changes to this License and give you the opportunity to review the revised terms of this License before you choose to continue your use of the Application.

1) Limited Use License Grant and Terms of Use

The Application is licensed to you, not sold. When you buy, obtain, earn, or are gifted any in-Application or other virtual currency, goods, or effects such as coins, points, tokens, items, equipment, skins, boosts, power-ups, trophies, achievements, leaderboards, rankings, rewards, badges or any other digital content (collectively, “Virtual Items”), you do not receive any ownership rights in the Application, your account (if any) or Virtual Items.

Virtual Items may be restricted to certain locations and may only be redeemed for content made available through and/or within the Application. VIRTUAL ITEMS HAVE NO VALUE, AND CANNOT BE USED OUTSIDE OF THE APPLICATION, AND MAY NOT BE SOLD, TRANSFERRED, OR REDEEMED FOR REAL MONEY OR ITEMS OF VALUE. You (or, if you are a minor, your parent or guardian on your behalf) acknowledge and agree that you have no ownership or other property interest in the Application, your account (if any), or any Virtual Items.

Provided that you fully comply with the terms and conditions of this License, Budge Studios grants you, and you accept, the non-exclusive, non-transferable, non-sublicensable, revocable license, during the term, to install, access and use one copy of the Application per Apple or Android OS device that you own or control, solely and exclusively for your personal use and as permitted by the Terms of Use for the Apple App Store and/or Google Play App Store and/or Amazon Appstore for Android or other app store through which it is made available (collectively, the “App Stores”).

All rights not specifically granted under this License are reserved to Budge Studios and, as applicable, Budge Studios’ licensors.

Your use of the Application and/or any Virtual Items is limited to the rights expressly granted to you by this License. This License does not permit any commercial use which is strictly prohibited. You acknowledge and agree that you shall not use the Application and/or Virtual Items for any purpose other than for non-commercial personal enjoyment, entertainment purposes, and that you shall use the Application and/or Virtual Items in accordance with all applicable laws, rules and regulations.

Except as expressly provided in this License, you shall not and shall not permit, encourage or support any third party to do the following:

a) Exploit the Application, any Virtual Items, your account (if any), or any parts of the Application commercially. b) Use the Application, or permit it to be used, on more than one device simultaneously, unless otherwise authorized to do so by the App Stores in family sharing or other similar sharing features. c) Make copies of the Application, Virtual Items, or any part of the Application, or make copies of any materials accompanying the Application. d) Sell, rent, lease, license, sub-license, distribute or otherwise transfer the Application, Virtual Items, or any copies of the Application, or any rights to use the Application and/or Virtual Items, without the express prior written consent of Budge Studios. e) Copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Application, Virtual Items, or of any component of the Application, in whole or in part. f) Modify, remove, disable or circumvent any proprietary notices or labels, product identification, copyright, logo, trademark, or any other intellectual property notices contained on or within the Application and/or Virtual Items. g) Export the Application, Virtual Items, or any copy or adaptation of the Application in violation of any applicable laws or regulations. h) Use portions of the Application not made available to you or attempt to access and violate the security of the Application. i) Use the Application and/or Virtual Items in violation of any applicable laws and regulations.

Any attempt to do any of the foregoing prohibited actions is a violation of the rights of Budge Studios and its licensors and you may be subject to prosecution and damages if you breach such restrictions.

2) Ownership

All title, ownership rights and intellectual property rights in and to the Application (including but not limited to any patches and updates), Virtual Items, and any and all copies thereof (including but not limited to any titles, computer code, themes, objects, characters, character names, stories, text, dialog, catch phrases, locations, concepts, artwork, animation, sounds, musical compositions, music, audio-visual effects, images, photographs, methods of operation, moral rights, any related documentation, and “applets” incorporated into the Application) are owned by Budge Studios or licensors of Budge Studios. The Application and Virtual Items are protected by the copyright laws of Canada and the United States, by international copyright treaties, and by conventions and other laws. You acknowledge that Budge Studios owns all rights in and to the Application and Virtual Items, including, but not limited to worldwide statutory and common law rights associated with (a) patents and patent applications; (b) works of authorship, including copyrights, copyright applications, copyright registrations and “moral rights;” (c) the protection of trade and industrial secrets and confidential information; (d) trademarks; and (e) divisions, continuations, renewals, derivative works, and re-issuances of any of the foregoing, now existing or acquired in the future.

3) App Stores

Your use of the Application is subject to the terms and conditions of the App Store on which you downloaded the Application. When you purchase products or features (including Virtual Items) through the Application, your purchase will be governed by the terms and conditions of the applicable App Store. You can also contact us for questions concerning purchases. For such transactions, your order will represent an offer to us to obtain a limited license and right to use the relevant Services that will be accepted by us when we accept payment. At that point, the limited license begins. For details, refer to the applicable terms of use of the App Stores, as applicable.

4) Privacy

You acknowledge that the collection, use and disclosure, if any, of information collected from you, or a child authorized by you, by Budge Studios is detailed in Budge Studios’ Privacy Policy (located at https://budgestudios.com/en/legal/privacy-policy/).

5) Consent to Use of Data

You agree that Budge Studios may collect and use technical data and related information, including but not limited to technical information about your device, system, application software and peripherals, and use of the Application, that is gathered to facilitate the provision of software updates, product support and other services to you (if any) related to the Application. Budge Studios may use anonymized, aggregated data derived from this information to improve its products or to provide services and technologies to you.

6) Updates

Budge Studios may, at its entire discretion, make updates or modifications to certain parameters of the Application or Virtual Items to fine-tune its gameplay or for other purposes. These updates or modifications may result in loss of data or progress within the Application. Budge Studios reserves the right to make these updates or modifications and will not be held liable to you for such updates or modifications and their resulting loss of data or progress. Please note that you may need to update your version of the Application to continue playing.

7) A/B testing

You agree that Budge Studios may present you with different versions of the Application in order to conduct user interface studies (also known as A/B testing). Budge Studios will have no obligation to inform you of the existence of other versions of the Application, nor to provide you with a version you previously used.

8) Access Fees

You must provide at your own expense the equipment, Internet connection, devices, service plans necessary to access and use the Application. An Internet connection may be required to use certain Applications. Budge Studios does not guarantee that the Application can be accessed and used on all devices and wireless service plans, nor does it guarantee that the Application is available in all geographic locations. When you use the Application, your wireless service provider may subject you to fees for data and/or wireless access. You acknowledge and agree that you are solely responsible for any costs you may incur to access the Application.

9) Charges and Billing Information, Refunds

Budge Studios may manage, modify, delete, remove, suspend, re-price, or revalue the Application or any Virtual Items at its sole discretion without advance notice or liability of any kind to you. We may limit the total amount of Virtual Items that may be purchased or used for any one Application or that may be held in your account in the aggregate. Additionally, price and availability of the Applicable and/or Virtual Items are subject to change and information related to the Application and/or Virtual Items may not be accurate or in real-time. All purchases of the Application and/or Virtual Items are final and under no circumstances will such purchases be refundable, transferable, or exchangeable. You agree that to the extent you provide Budge Studios any payment information, you represent that you are an authorized user of the chosen method of payment, and that all payment information you provide, including but not limited to your App Store account information, name, credit card or other payment account identifying number, expiration date, security codes, billing address, and any other payment information will be current, complete, true and accurate. All expenses and costs incurred by you or a child you have authorized in connection with your/the child’s activities hereunder, if any, are your sole responsibility.

If you remove or delete the Application or your account (if any), your Virtual Items and in-Application progress may be lost. Lost purchases and progress cannot be recovered or restored if an app is installed on the same device or on a new device.

YOU ACKNOWLEDGE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUDGE STUDIOS IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED CONTENT, PRODUCTS, OR SERVICES WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY, OR WHETHER YOU MADE A PAYMENT THROUGH THE SERVICES OR ANOTHER APP STORE OR ANY OTHER SITES OR PLATFORMS WHERE WE OFFER OUR APPLICATION AND/OR SERVICES. Please note that we cannot issue refunds for any transactions through any App Stores or any other third party marketplace, and you should carefully review their refund policies, if any.

10) Copyright Infringement

a) Copyright Infringement: We respond to claims of copyright infringement submitted to our designated agent under the Digital Millennium Copyright Act, 17 U.S.C. § 512. Our designated agent is:

Attn: Shady Ahmad
5455 Avenue de Gaspé, Suite 540
Montréal, Québec, Canada, H2T 3B3
Phone: 514-289-9537
Email: DMCA@budgestudios.com

b) Takedown Notice: To submit a notice of claimed copyright infringement under U.S. law, provide our designated agent listed above with the following written information:

• A physical or electronic signature of the copyright owner or a person authorized to act on his or her behalf;
• Identification of the copyrighted work claimed to have been infringed;
• Identification of the infringing material and information reasonably sufficient to permit us to locate that material;
• Your contact information, including your address, telephone number, and an e-mail address;
• A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

c) Counter Notice: If you believe that your material has been removed in error in response to a copyright notification, you may submit a counter notification to our designated agent with the following written information:

• A physical or electronic signature;
• Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
• A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
• Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the U.S., for any judicial district in which Channel may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

We will respond to notifications and counter notifications of claimed copyright infringement in accordance with applicable law.

11) No Warranty

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION, VIRTUAL ITEMS, AND SERVICES ARE PROVIDED TO YOU "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." NEITHER BUDGE STUDIOS, THE APP STORES, NOR ANY OF OUR OR ITS RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, OR LICENSORS (COLLECTIVELY, THE "COMPANY PARTIES") MAKE ANY REPRESENTATIONS, WARRANTIES, PROMISES, OR GUARANTEES OF ANY KIND WHATSOEVER AS TO THE APPLICATION, VIRTUAL ITEMS, SOFTWARE, CONTENT, THIRD PARTY SERVICES, OR OTHER SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THE COMPANY PARTIES DO NOT WARRANT THAT THE SERVICES OR THIRD PARTY SERVICES WILL BE ACCURATE OR RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR FREE OF VIRUSES. TO THE FULLEST EXTENT PERMITTED BY YOUR LOCAL LAW, THE COMPANY PARTIES DISCLAIM ANY IMPLIED WARRANTIES INCLUDING FOR NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SATISFACTORY QUALITY.

12) Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ANY OF THE COMPANY PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THIS LICENSE, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.

To the fullest extent permitted by applicable law and in the event you have any basis for recovering any costs, expenses, damages or any other liabilities arising from the Application, Virtual Items, Services, or otherwise related thereto, or a breach (alleged or actual) of this License, you (or, if you are a minor, your parent or guardian on your behalf) acknowledge and agree that your exclusive remedy is to recover from the Company Parties direct damages on a per claimant basis, and the maximum liability for the Company Parties is limited to the lesser amount of any purchases incurred by you in the prior six (6) months (or, if you are a minor, on your behalf) solely in connection with the Application and/or Virtual Items or fifty United States dollars ($50.00 USD).

13) Injunctive Relief

You agree that a breach of this License will cause irreparable injury to Budge Studios for which monetary damages would not be an adequate remedy. Budge Studios shall be entitled to seek equitable relief in addition to the other remedies it may have by this License or under the applicable law.

14) Indemnity

To the fullest extent permitted by application law, you (or, if you are a minor, your parent or guardian on your behalf) agree to indemnify, defend and hold the Company Parties, and their respective licensors, partners, affiliates, contractors, officers, directors, employees and agents harmless from all damages, losses and expenses arising directly or indirectly from or in connection with: (a) your breach or alleged breach of this License; (b) any information, user-generated content, or other content otherwise provided by you or on your ; (c) your use or misuse of the Services; and/or (d) your acts or omissions. The Company Parties reserve the right to assume, at their own expense, the exclusive defense and control of any matter subject to indemnification by you, and in such case you agree to cooperate with our defense of any claim.

15) Third Party Services

The Application may allow you to access (paid or unpaid), use, or otherwise interact with content, software, features, products, platforms, and services operated or provided by companies or entities other than us (“Third Party Services”). If you choose to access, use, transact with, or otherwise interact with any Third Party Services, you do so at your own risk, and you understand that by using the Application, you are directing the applicable company or entity to make Third Party Services available to you.

You are solely responsible for your dealings with third parties. You acknowledge and agree that when you access, use, or interact with Third Party Services using the Application, the applicable terms of these Terms and any applicable usage terms associated with the Third Party Services will govern your use of that Third Party Service. We do not endorse any Third Party Services that are compatible with, or made available or marketed on or through, the Application.

You represent and warrant that you will not use any Third Party Services in any manner that infringes upon the intellectual property rights of Budge Studios or any third party or otherwise use or appropriate any third party’s intellectual property without the express written authorization of the owner. We do not license any intellectual property to you as part of any Third Party Services, and we are not responsible or liable to you or others for any information, content, materials, or services provided by any Third Party Services or for the results obtained from using them.

16) Third Party Devices

If you access the Application using an Apple iOS or Android-powered device, then Apple Inc., Google, Inc. or Amazon Inc., respectively, will be a third-party beneficiary to this agreement. However, these third-party beneficiaries are not a party to this contract and are not responsible for the provision or support of the Application. You agree that your access to the Application using these devices also shall be subject to the usage terms set forth in the applicable third-party beneficiary’s terms of service. In addition, you are solely responsible for any third party costs you incur to use the Application, Virtual Items, and/or Services (if any), and you bear all risk of loss for accessing or using the Application, Virtual Items, and/or Services.

17) Term & Termination

This License shall commence on the date you download the Application and shall continue to be in force and effect for as long as you do not dispose of the Application and as you comply with this License. Your rights under this License will terminate automatically without any notice from Budge Studios in the event that you fail to comply with any of the terms and conditions of this License. Upon termination of this License, you shall cease all use of the Application and destroy all copies (whether full or partial) of the Application. Additionally, Budge Studios and/or its licensors, reserve the right to change, suspend, remove, or disable access to the Application or the subscription options at any time without notice. In no event will Budge Studios be liable for the removal of or disabling of access to the Application. You agree that Budge Studios shall not be liable for any loss or damage caused, directly or indirectly, by any such termination and/or suspension. Subscription-based application users (including, without limitation, Budge World Application subscribers and Barbie Dreamhouse Adventures Application subscribers) may terminate their subscription in accordance with the terms of this License.

18) Severability and Survival

If any provision of this License is declared or deemed illegal, unenforceable or invalid under applicable law, this provision shall be considered invalid, but all unaffected provisions will be applied within the limits of the law. All Sections that by their nature apply after this License ends will survive any termination or cancellation of this License. Budge Studios’ failure to enforce any provision of this License shall not constitute a waiver of such provision.

19) Assignment

Budge Studios may assign this License, in whole or in part, at any time. You acknowledge that you may not assign, transfer or sublicense any or all of your rights or obligations under this License without the express prior written consent of Budge Studios.

20) Governing Law

This License shall be governed by, and construed in accordance with, the laws of the State of New York (United States), exclusive of its choice of law rules.

21) Export Laws

You agree to abide by the export laws applicable in Canada and the U.S. as well as any other applicable export laws and you agree not to transfer the Application to any foreign national or national destination, which is prohibited by such laws. You hereby certify that you are not a person with whom Budge Studios is prohibited from transacting business under applicable laws. Furthermore, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting country”; and that (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

22) Dispute Resolution / Arbitration Agreement / Class Action Waiver (Last Updated: August 9th, 2024)

THIS SECTION IS NOT APPLICABLE TO RESIDENTS OF QUEBEC.

PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. THIS SECTION ALSO CONTAINS A JURY TRIAL WAIVER AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN CLASS, COLLECTIVE, CONSOLIDATED (OTHER THAN ANY BATCHING PROCEDURES CONDUCTED BY THE ARBITRAL FORUM), PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION IN ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Mandatory Individual Arbitration

Any dispute, claim, or controversy between you and Budge Studios (“Dispute” or “Disputes”), including but not limited to Disputes arising out of or relating in any way to the Application, the Budge Studio’s website, the Services, or the License (including those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the License and this Arbitration Agreement), whether such Disputes arose before, on, or subsequent to you entering this License, and if not resolved through the informal dispute resolution procedure set forth below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the License is unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and Budge Studios each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other IP rights. Any legal action by Budge Studios against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.

To the fullest extent permissible by applicable law, all claims against Budge Studios, including but not limited to claims arising out of or relating in any way to the Application, Services, or the License must be filed within one year after such claim or cause of action arose or it will be forever barred.

If any court or arbitrator determines that this Arbitration Agreement is void or unenforceable for any reason as to Disputes arising before the date of posting of this Arbitration Agreement, then you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions.

If any Dispute is determined not to be subject to arbitration or resolution in small claims court, the exclusive jurisdiction and venue for proceedings concerning such Dispute shall be the federal or state courts of competent jurisdiction in the state of New York, and shall be interpreted, governed, and enforced in accordance with substantive and procedural law of the State of New York, without regard to choice of law or conflict of law provisions.

Class Action / Jury Trial Waiver

You and Budge Studios agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding. This means that you and Budge Studios may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that you and Budge Studios may not participate in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding brought by any third party.

Unless both you and Budge Studios agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative proceeding. If any court or arbitrator determines that this Class Action/Jury Trial Waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and Budge Studios shall be deemed not to have agreed to arbitrate Disputes.

To the extent that any claims are allowed to proceed on a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative basis, such claims must be litigated in a federal or state court of competent jurisdiction in the state of New York, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Notwithstanding the foregoing, you or Budge Studios may participate in a class-wide settlement.

Opt-Out Procedures

To opt out of this Arbitration Agreement, you must send us a written opt-out notice (“Opt-Out Notice”) by email at legal@budgestudios.ca within 30 days from the earlier of the date that you: (1) first accessed the Application; or (2) first provided information to the Application after the posting of this License (“Opt-Out Period”). The Opt-Out Notice must contain your full legal name, your complete mailing and email address and phone number, a clear statement that you wish to opt out of this Arbitration Agreement, and your signature. If your Opt-Out Period has passed, you are not eligible to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other provisions of the License will continue to apply to you. Additionally, if you opt out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions. In other words, opting out of this Arbitration Agreement shall have no effect on any previous, other, or future arbitration agreements you may enter into with Budge Studios. As stated above, if you do not opt out of this Arbitration Agreement within the Opt-Out Period, then you will be bound to the terms and conditions of this Arbitration Agreement which shall supersede and replace in its entirety all previous versions of Budge Studios’ arbitration agreements and class action provisions. If you timely provide Budge Studios with a valid Opt-Out Notice, all Disputes shall be subject to the exclusive jurisdiction of, and you consent to venue in, the state and federal courts located in the State of New York.

Rules and Governing Law

Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and Budge Studios each agree to send the other party a written notice of dispute (“Notice of Dispute” or “Notice”). A Notice of Dispute from you to Budge Studios must be emailed to legal@budgestudios.ca (“Notice Address”). Any Notice of Dispute must include (i) the claimant’s full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the claim or dispute; (iii) any relevant facts regarding claimant’s use of the Services, including whether claimant receives any emails associated with the Services, whether claimant has made a purchase from Budge Studios, and if so, the date(s) of the purchase(s); and (iv) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only your dispute and no other person’s dispute. Budge Studios will send any Notice of Dispute to you at the email address or mailing address it has for you, if any.

After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution.

Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and Budge Studios have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.

If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, you and Budge Studios each agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court. The parties may agree to waive hearings and resolve Disputes through submission of documents. Any arbitration hearing will be conducted remotely by telephone or video conference to the extent possible, but if the arbitrator determines, or the parties agree, that a hearing should be conducted in person, the arbitration hearing will take place as close to your residence as practicable, or another agreed upon locale, and shall be before one arbitrator.

All Disputes shall be submitted to National Arbitration and Mediation (“NAM”), www.namadr.com, for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with its rules and procedures, including any supplementary rules and fee schedules, then in effect (the “NAM Rules”), except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the NAM Rules. A form for initiating arbitration proceedings is available on NAM’s website at https://www.namadr.com/resources/rules-fees-forms/. You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced above, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented). The parties agree that submission of the certification shall be required for the claim to be deemed properly filed. For additional information on how to commence an arbitration proceeding, you can contact NAM at customerservice@namadr.com.

If NAM determines that 25 or more substantially similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, NAM’s mass filing fee structure shall apply and the parties agree that the arbitrations will proceed in accordance with the batching process as follows: (i) NAM shall administer the arbitration demands in batches of at least 25 claims, with the discretion to create additional batches if NAM finds that they are necessary to facilitate the efficient resolution of demands; (ii) NAM shall provide for the resolution of each batch as a single consolidated arbitration with one procedural calendar and one hearing (if any) and one final award; and (iii) NAM shall apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in NAM’s fee schedule. You agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of these claims. All parties agree that arbitrations are of a “substantially similar nature” for purposes of this batching procedure for claims administered by NAM if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. This batching procedure for claims administered by NAM shall in no way be interpreted as authorizing class arbitrations of any kind. Budge Studios reserves all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this batching procedure for claims administered by NAM and the ADR Services Batching Procedure (see below) are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and Budge Studios shall be deemed not to have agreed to arbitrate Disputes.

If NAM notifies the parties in writing that it is not available to arbitrate any Dispute, or if NAM is otherwise unable to arbitrate any Dispute, that Dispute shall be submitted to ADR Services, Inc. (“ADR Services”), www.adrservices.com, for final and binding individual arbitration before one arbitrator. The arbitration will be administered by ADR Services in accordance with its rules and procedures, including any supplementary rules and fee schedules, then in effect (the “ADR Services Rules”), except as modified by this Arbitration Agreement. If there are 20 or more substantially similar claims that are allowed to be submitted for arbitration but cannot be arbitrated by NAM, and are presented to ADR Services by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization, ADR Services shall (i) administer those claims in at least 20 batches, with the discretion to create additional batches if ADR Services finds that they are necessary to facilitate the efficient resolution of demands; and (ii) apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in ADR Services’ then-current Mass Consumer Non-Employment Arbitration Fee Schedule. You agree to cooperate in good faith to implement this batch approach (the “ADR Services Batching Procedure”) to facilitate the efficient resolution of these claims. This ADR Services Batching Procedure shall in no way be interpreted as authorizing class arbitrations of any kind. Budge Studios reserves all rights and defenses as to each and any demand and claimant.

Notwithstanding any choice of law or other provision in this License, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and any proceedings under it. It is the intent of the parties that the FAA and the NAM Rules or ADR Services Rules (as applicable) shall preempt all state laws to the fullest extent permitted by law. If the FAA and the NAM Rules or ADR Services Rules (as applicable) are found to not apply to any issue that arises under this Arbitration Agreement, then that issue shall be interpreted, applied, and enforced in accordance with substantive and procedural law of the State of New York, without regard to choice of law or conflict of law provisions.

At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

As in court, you and Budge Studios agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b) and any applicable state laws of similar import, including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM Rules or ADR Services Rules (as applicable), Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.

Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law.

Arbitrator’s Fees: You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM, ADR Services (as applicable), and/or the arbitrator to address the apportionment of the arbitrator’s fees.

Confidentiality: The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.

Requirement of Individualized Relief: The parties agree that the arbitrator is authorized, upon either party’s request, to award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If any of the prohibitions on non-individualized declaratory or injunctive relief, class, representative, and private attorney general claims, or consolidation set forth under this Arbitration Agreement are found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief sought with respect to a particular claim), then, after exhaustion of all appeals, the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction, after all other arbitrable claims and requests for relief are arbitrated.

You agree that any arbitrations between you and Budge Studios will be subject to this Arbitration Agreement and not to any prior arbitration agreement you had with Budge Studios, and, notwithstanding any provision in this License to the contrary, you agree that this Arbitration Agreement amends any prior arbitration agreement you had with Budge Studios, including with respect to claims that arose before this or any prior arbitration agreement.

Opt-Out of Future Changes to Arbitration Agreement

Notwithstanding any provision to the contrary, if Budge Studios makes any future change to this Arbitration Agreement (other than a change to the Notice Address or other non-material changes), you may reject any such change by sending Budge Studios an email to legal@budgestudios.ca within 30 days of the posting of the amended arbitration agreement that provides: (i) your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) the change(s) you are rejecting, (v) and, if applicable, the username or email address associated with any purchase from or account with Budge Studios. It must include a statement, personally signed by you, that you wish to reject the specified change to the Arbitration Agreement. This is not an opt out of arbitration altogether.

Severability & Survival

If any provision of this Arbitration Agreement, or a portion thereof, is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein.

Notwithstanding the foregoing, if any court or arbitrator determines that the batching procedure for claims administered by NAM (set forth above) and the ADR Services Batching Procedure are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then, after exhaustion of all appeals, the Arbitration Agreement shall be deemed null and void in its entirety.

This Arbitration Agreement shall survive termination of this License. The terms and conditions of this Arbitration Agreement shall supersede and replace any and all previous arbitration and class action/jury waiver agreements you may have entered into with Budge Studios.

23) Terms For Apple iPhone, iPod Touch and iPad End Users

These terms supplement and are in addition to the terms of the License for users who purchase and/or install the Application on Apple, Inc. (“Apple”) iPhone, iPod Touch, Apple TV and/or iPad products (collectively the “Apple Devices”).

a) You acknowledge and agree that this License is concluded between you and Budge Studios only, not Apple. b) By installing and/or purchasing the Application, provided that you fully comply with the terms and conditions of this License, you are acquiring and Budge Studios grants you a personal, limited, non-exclusive and non-transferable license to use the Application on authorized Apple Devices for personal, non-commercial use, and subject to the Apple Terms and Conditions (also referred to as the Usage Rules) set forth in the App Store Terms of Service. c) You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application. d) In the event of any failure of the Application to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price for the Application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Budge Studios’ responsibility. e) You acknowledge and agree that Apple shall not be responsible for addressing any claims by you or any third party relating to your possession and/or use of the Application, including but not limited to: (i) product liability claims; (ii) any claims that the Application fails to conform to any applicable legal or regulatory requirement; (iii) claims arising under consumer protection or similar legislation; and (iv) claims by any third party that the Application or your possession and use of the Application infringes on the intellectual property rights of the third party. f) You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting country”; and that (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. g) You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this License, and that, upon your acceptance of the terms and conditions of this License, Apple will have the right (and will be deemed to have accepted the right) to enforce the License against you as a third party beneficiary thereof.

24) Additional Terms specifically Subscription-Based Applications

a) Subscription Service: Some of our Applications are subscription-based services. Although certain features, games, activities and/or content (including Virtual Items) of these Applications may be available at no charge to you, other features, games, activities and/or content may only be available to you if you agree to pay for a subscription plan. Your subscription to these Applications gives full access to all their content as long as your subscription is active subject to the terms of this License. Some content is only available as you progress in the game or at a specific date. At any time, Budge Studios may make some or all of the content available only to subscribers or other eligible users.

c) Free Trial: From time to time, Budge Studios may offer you a free trial of the subscription in accordance with banners inside the app or other marketing initiatives. You will need to opt-into a subscription in order to accept the trial period. You will have the right to opt-out at any time during the trial period until at least 24 hours prior to the end of the trial period. You will be automatically charged after the trial period unless you opt-out at least 24 hours prior to the end of your trial period. Only one free trial per account on new subscriptions only.

d) Payment: You can subscribe to one of the option plans offered. Your payment will be charged to your account when you confirm your purchase of a subscription. Billing cycle depends on the option plan you chose. For example, monthly subscription is billed monthly and yearly subscription is billed once annually, on the anniversary of the start of subscription date. WHEN YOU PURCHASE THE APPLICATION AND/OR SERVICES ON A SUBSCRIPTION BASIS, YOU AGREE THAT YOU ARE AUTHORIZING RECURRING PAYMENTS, AND PAYMENTS WILL BE MADE TO US BY THE METHOD AND AT THE RECURRING INTERVALS YOU HAVE AGREED TO, UNTIL THE SUBSCRIPTION FOR THAT SERVICE IS TERMINATED BY YOU OR BY US.

e) Renewal: By authorizing recurring payments, you are authorizing us to store your payment instrument and to process such payments as either electronic debits or fund transfers, or as electronic drafts from your designated account (for ACH or similar payments), or as charges to your designated account (for credit card or similar payments). Your account will be charged for renewal within 24-hours prior to the end of the current period. Your subscription automatically renews for the same period as your initial subscription (excluding any free trial period or any promotional or discount price) unless auto-renew is turned off at least 24-hours before the end of the current period. If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, we reserve the right to collect any applicable return item, rejection, or insufficient funds fee and process any such payment

f) Subscription Cancellation: At any time, you can cancel the auto-renewal of your subscription by going to the settings of your account after your purchase. If you cancel the auto-renewal of your subscription, it shall remain active until your option plan has lapsed. ALL SUBSCRIPTION AMOUNTS PAID ARE NON-REFUNDABLE, WHICH MEANS THAT ALTHOUGH YOU CAN TURN OFF AUTO-RENEWAL OF YOUR SUBSCRIPTION AT ANY TIME, YOU WILL NOT RECEIVE A PRO-RATA RETURN OF ANY FEES THAT YOU HAVE ALREADY PAID. When your subscription has lapsed, you may lose access to the Application, its content and/or prizes and gifts you obtained while your subscription was active.

g) Taxes and Other Charges: You are solely responsible for paying any sales taxes or other charges added at the time you complete a transaction. You are responsible for all bank fees related to any transactions or failed transactions (e.g., chargebacks from your bank or credit card provider) initiated by you, including domestic and international transaction fees.

h) Family Share: Like all other Apple subscription apps, these Applications cannot use family sharing to share subscriptions across family members.

i) Fictitious Names: All names, characters and locations portrayed in these Applications are fictitious. No identification with actual persons (living or deceased), places, buildings, and products is intended or should be inferred.

25) Miscellaneous

This License, together with any other rules or guidelines posted in connection with the Application, constitute the entire and exclusive and final statement of the agreement between you and Budge Studios. Budge Studios’ failure to exercise or enforce any right or provision of this License shall not constitute a waiver of such right or provision. If for any reason any provision of this License is found to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected in that provision, and the remainder of this License shall continue in full force and effect. The section titles in this License are for convenience only and have no legal or contractual effect. The terms of this License which by their nature should survive the termination of this License shall survive such termination. This License is personal to you and is not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate our rights and obligations under this License without consent from you.

26) Legal

Budge, Budge Studios and Budge World are trademarks of Budge Studios Inc.

Apple, the Apple iPhone, iPod Touch and iPad are trademarks of Apple Inc., registered in the U.S. and other countries. App Store is a service mark of Apple Inc.

Google and Google Play are registered trademarks of Google LLC.

Amazon and Amazon App Store are a trademarks of Amazon.com, Inc. or its affiliates.

27) Entire Agreement

This License, and applicable App Stores licenses, where applicable, represent and express the entire agreement between you and Budge Studios for the use of the Application. It replaces and supersedes all prior understandings (written or oral) concerning the within subject matter. No delay or failure to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. In the event of a conflict between this License and any applicable purchase terms or other terms, the terms of this License shall prevail. In case of any discrepancy between the English, French or other versions of this License, the English version shall always prevail.

28) Contact Information

For any questions, please do not hesitate to contact us!

By email: support@budgestudios.ca

By mail: Budge Studios Inc., 5455 Avenue de Gaspé, Suite 540, Montréal, Québec, CANADA , H2T 3B3