Terms of Use

Last Updated: September 3, 2025

IMPORTANT NOTICE: PLEASE READ THESE TERMS OF USE CAREFULLY—THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS, AND INCLUDE WAIVERS OF RIGHTS AND LIMITATIONS OF LIABILITY. THEY ALSO REQUIRE, EXCEPT FOR RESIDENTS OF CERTAIN PROVINCES OF CANADA WHERE IT IS NOT PERMITTED UNDER APPLICABLE LAWS, DISPUTES BETWEEN YOU AND US TO BE RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AND TO WAIVE ANY RIGHT TO A JURY TRIAL, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ANY OTHER COURT PROCEEDING 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 THESE TERMS. THE FULL TERMS OF THE ARBITRATION AGREEMENT ARE BELOW.

I. INTRODUCTION

Welcome to Budge!

These Terms of Use (“Terms”) outline the rules and guidelines governing your use and access of budgestudios.com, including Budge Support at budgestudios.freshdesk.com (the “Website”). For example, these Terms explain: (1) what you can expect from us; (2) what we expect from you; and (3) how we will resolve disputes between you and us.

By using the Website, you are entering into a binding contract with us that includes these Terms. If you do not agree with any part of these terms of use, please do not use our Website.

For information on how we collect, use and protect personal data, please refer to our Privacy Policy. By using our Website, you also acknowledge our Privacy Policy.

For the license agreement governing your use of any and all of the applications published by Budge, please refer to our Application End User License Agreement (the “EULA”).

II. DEFINITIONS

In this document, capitalized words not otherwise defined have the meanings given to them in this Definitions section or otherwise defined throughout. The Definitions section also includes explanations for certain lowercase words.

“Budge,” “we,” “our,” and “us” means and refers to Budge Studios, Inc. and its respective employees, directors, officers, and shareholders.

“Content” means graphics, pictures, images, artwork, videos, animations, audio, sounds, music, audio-visual effects, text, titles, names, themes, dialogue, characters, stories, concepts, objects, virtual items, patterns, textures, designs, models, concepts, interactive features, code, scripts, software, metadata, digital works, suggestions, feedback, messages, reviews, files, documents, and all other content.

“Dispute” means any dispute, claim, or controversy between you and Budge, including but not limited to disputes, claims, or controversies related to or arising from your use of the Website, or these Terms or the EULA, including, without limitation, those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the Terms, EULA, and the Arbitration Agreement included herein.

“FAA” means that Federal Arbitration Act, 9 U.S.C. § 1 et seq.

“IP” means any intellectual property or intellectual property rights, including any copyright, trademark, patent, trade secret, or other proprietary interests, whether registered or unregistered, under the Laws of any jurisdiction.

“Laws” means all laws, rules, codes, statutes, ordinances, regulations, treaties, directives, and legal or regulatory requirements or guidance and agreements.

“Licensed Parties” means Budge and its respective partners, representatives, agents and licensees.

“NAM” means National Arbitration and Mediation (www.namadr.com).

“NAM Rules” means NAM’s Comprehensive Dispute Resolution Rules and Procedures and, as applicable, Mass Filing Supplemental Dispute Resolution Rules and Procedures, then in effect

“Notice of Dispute” or “Notice” means a notice of Dispute from you to Budge.

“Notice Address” means legal@budgestudios.ca, to which a Notice of Dispute from you to Budge must be emailed.

“Our Content” means the Website, and any IP or Content owned or provided by or on behalf of Budge, including any software, technology, tools, designs, templates or tools provided to users.

“Persona” means, collectively, name, brand, likeness, image, social-media handle(s), avatars, signature, voice, performance, profile and biographical information.

“Platform Terms” means the terms of use and other applicable policies for applicable third-party platforms.

“You” or “you” means the person entering into these Terms with Budge, or if the person is acting as a representative of an entity, that entity.

“Your Content” means any Content you create, submit, store, upload, broadcast, provide or share Budge, including any Persona (to the extent incorporated therein), but excludes Our Content or Content provided by other users.

III. YOUR RELATIONSHIP WITH US

A. What you can expect from us

The Website. The Website is for parents who want to know more about Budge and Budge’s products. This Website is made for grown-ups and contains links that take the user off the Website to app stores, external websites and social media services. We may add or remove content or features that improve or modify the Website.

Update, clarify, or amend these Terms. We may make non-material changes to these Terms without notice, but if we make a change to these Terms that materially affects your rights, we will provide you with notice (to the extent we have your contact information). If you do not agree with any Terms, including any changes to the Terms, you must stop using the Website. Your continued use of the Website constitutes acknowledgment of, and agreement to, the Terms, including any changes to the Terms.

B. What we expect from you

Follow all applicable rules. The permission we give you to use the Website lasts as long as you comply with these Terms.

Give feedback or suggest improvements, if you want. If you give us any comments, feedback, or suggestions, you agree that Budge may use those submissions without notice, payment, or any other obligation to you. Budge does not accept unsolicited Content or ideas from users, including, without limitation, for the Website or Budge’s products. You acknowledge that Budge may be working on, or receive, other ideas (or Licensed Parties’ employees or third-party independent contractors may create materials on their own) that are similar or identical in theme, format or other respects to any idea created by you and neither Budge nor any other Licensed Party shall have any liability to you for any use of any idea, including, without limitation, direct, indirect, contributory, vicarious, secondary or damages, or infringement or protection of any copyright in or to any idea. Neither Budge nor any other Licensed Party are responsible for any unauthorized use of any idea by third parties.

Make certain promises, also known as representations and warranties. By using the Website, you represent and warrant that:

you have the rights and ability to enter into these Terms;
your use of the Website won’t violate any third party’s rights, applicable Laws, or Platform Terms;
your use of the Website will be for your personal enjoyment only or for use as outlined in the Terms, but not for any commercial purposes;
you exclusively own the rights in Your Content or, if not, you have obtained all rights necessary to grant Budge and the other Licensed Parties the rights granted hereunder (including all sublicense rights);
the use of Your Content as set forth herein will not violate these Terms, the EULA, any Laws or Platform Terms, or any rights (including any IP, privacy rights, or rights of publicity) of any third party, or cause Budge or any other Licensed Parties to incur any additional fees; and
if Your Content uses any third party’s IP (like logos, designs, brand names), such use is expressly permitted by the applicable rights holder or otherwise is permitted by fair use or other applicable Laws.

IV. USING THE WEBSITE

A. Age Requirements

If you are under 18 years old or have not reached the age of majority in your state and/or country of residence, please talk to your parent or legal guardian and ask them for help; only they are allowed to agree to these Terms for you. If you’re a parent or legal guardian allowing a minor to use the Website, then you agree these Terms apply to you and that you’re responsible for their and your activity on the Website.

B. Authorized Entities

Sometimes, businesses or other organizations use the Website. To use the Website on behalf of a person, an organization or entity, you need to be an authorized representative of that person, organization or entity and you hereby agree to these Terms on its behalf.

C. Mobile Services

Data Usage and Charges. To the extent you access the Website through a mobile device, your mobile carrier’s standard charges, data rates and other fees may apply.

Compatibility. Though our Website are designed to be accessible on mobile devices, we do not guarantee full functionality or optimal user experience on all devices. Users are responsible for ensuring their mobile device(s) are compatible with our Website.

Security. Accessing the Website via a mobile device may introduce additional security risks. Users are responsible for maintaining the security of their mobile devices, including keeping software up to date and protecting against unauthorized access.

D. Notifications and Messages

By using Budge Support you may receive related notifications and updates.

E. Using the Website Responsibly

The Website is controlled and operated from Canada, and we do not represent or warrant that the Website, or any part thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access the Website, do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations.

We have to set some ground rules for the Website so that everyone can enjoy them and we can protect peoples’ rights. Therefore, you agree that:

You WILL:

treat Budge and all other Licensed Parties with respect; and
comply with all applicable Laws and Platform Terms.

You may not do any of the following, unless laws prohibit these restrictions or you have our advance written permission to do so:

a. share, download, modify, copy, distribute, transmit, display, perform, reproduce, duplicate, publish, license, create derivative works from, or offer for sale any information contained on, or obtained from or through, the Website;

b. duplicate, change, break, decompile, reverse engineer, disassemble or decode the Website or any part thereof (including any underlying idea or algorithm), or attempt to do any of the same;

c. share, upload, distribute, transmit, display, perform, reproduce, duplicate or publish files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or the Website;

d. use, reproduce or remove any proprietary notations displayed on or through the Website (e.g., trademark or copyright notices);

e. use cheats, automation software (bots), hacks, modifications (mods) or any other unauthorized third-party software designed to modify the Website;

f. exploit the Website for any commercial purpose, including without limitation communicating or facilitating any commercial advertisement or solicitation;

g. use the Website or any part thereof in any manner that could disable, overburden, damage, disrupt or impair the Websit or any part thereof or interfere with any other party’s use of the Website, or use any device, software or routine that causes the same;

h. attempt to gain unauthorized access to, interfere with, overwhelm, burden, damage, disrupt, impair damage or disrupt or negatively impact the Website, accounts registered to other users, or the computer systems or networks connected to the Website or any part thereof;

i. circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the Website or any part thereof;

j. use any robot, mods, hacks, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the Website or any part thereof to monitor, extract, copy or collect information or data from or through the the Website, or engage in any manual process to do the same (in no event shall any robots.txt file or other such protocol be construed as granting written permission to engage in the conduct prohibited by this paragraph);

k. introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful;

l. use the Website for Content that is harmful, harassing, unethical, fraudulent, obscene, vulgar, abusive, profane, harmful, disruptive or otherwise objectionable or offensive purposes, violates other contractual or fiduciary rights, duties, or agreements;

m. impersonate any other person or entity, whether actual or fictitious, including, without limitation, employees and representatives of Budge, or misrepresent your affiliation with any entity, including, without limitation Budge; or

n. Encourage or enable any other person or entity to do any of the foregoing.

If you violate the Law or these Terms, and we do not take action right away, that doesn’t mean we give up any rights that we may have. We may take appropriate action in the future.

V. CONTENT

A. Our Content

The Website includes Our Content, which belongs to Budge. As between you and Budge, Budge shall be and remain the sole owner of Our Content. We retain all IP in Our Content. You agree not to do anything to violate, infringe upon, or misappropriate our IP/Our Content.

B. Your Content

You own the IP in Your Content. However, you grant Budge and all other Licensed Parties, permission to use Your Content as set forth in the license below.

Unless otherwise agreed by Budge in writing, the scope of the license you grant to Your Content hereunder is:

worldwide, meaning it’s valid all over the world;
non-exclusive, meaning you can give the same license to others;
royalty-free, meaning there are no royalties owed to you for this license (and, for the sake of clarity, Budge may, but has no obligation to, provide or offer you compensation for, or opportunities for you to monetize, Your Content); and
irrevocable, meaning you can’t take it back.

Budge and all other Licensed Parties may (but are not obligated to):

copy, use, transmit, broadcast, reproduce, publicly perform, and publicly display Your Content, including to save on the Website and its systems and show or make publicly available to other users;
modify and prepare derivative works based upon Your Content, including to edit them or make new versions of them;
otherwise use, distribute, commercialize, and exploit Your Content; and
sublicense, meaning grant any or all of these rights to other Budge users / users of the Website or other third parties.

Budge and all other Licensed Parties may exercise these rights for any lawful purpose including, without limitation, the purposes of:

operating and improving the Website, including to provide the Website to you and others, allow the Website to work as intended, and create new features and functionalities; and
promoting and marketing Budge and all other Licensed Parties, the Website, their businesses, Our Content and Your Content.

The license above continues for as long as Your Content is protected by IP Laws.

C. Other People’s Content

The Website may give you access to Content that belongs to others. These Terms do not grant you the right to use that Content without the applicable rights’ holder’s permission.

VI. ISSUES, CLAIMS, RISKS, AND DISPUTES

A. Warranty Disclaimer

We work continuously to improve the Website and meet your needs. However, for legal reasons, we offer the Website without warranties unless specifically stated in these Terms or required by applicable Laws. The law says we need to explain this with specific language in capital letters. Here is that explanation:

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, WE PROVIDE THE WEBSITE AS IS AND AS AVAILABLE WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FOR EXAMPLE, WE DO NOT MAKE ANY WARRANTIES ABOUT THE WEBSITE (OR ANY CONTENT OR FEATURES THEREOF), INCLUDING ITS ACCURACY, RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS.

B. Assumptions of Risk

You understand that certain portions of the Website are made possible by third parties.

YOU AGREE THAT BUDGE DOES NOT CONTROL ANY THIRD PARTIES AND, TO THE EXTENT PERMITTED BY APPLICABLE LAWS, WON’T BE RESPONSIBLE FOR ANY LOSSES OR HARM THAT THEY CAUSE EITHER DIRECTLY OR INDIRECTLY.

Content is for informational purposes only. The Content provided on the Website is for informational and entertainment purposes only and should not be relied upon for making significant decisions regarding your personal, professional, legal, or financial matters. By using the Website, you acknowledge and agree that any reliance on the Content provided is at your own risk.

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER BUDGE NOR ANY OTHER LICENSED PARTY IS LIABLE FOR ANY DAMAGES OR LOSSES RESULTING FROM THE USE OR MISUSE OF THE CONTENT OR THE WEBSITE.

C. Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL BUDGE NOR ANY OTHER LICENSED PARTIES BE LIABLE (JOINTLY OR SEVERALLY) FOR: (1) ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES, OR (2) DAMAGES ARISING FROM INTERRUPTIONS; DELETION OF FILES, EMAIL, OR DATA; SYSTEM ERROR, FAILURE OR MALFUNCTION; VIRUSES; DELAYS IN OPERATION OR TRANSMISSION; OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL; OR (3) YOUR MISUSE OF THE WEBSITE OR ANY CONTENT AVAILABLE ON OR THROUGH THE WEBSITE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.

IF APPLICABLE LAWS DO NOT ALLOW ALL FOR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAWS.

D. Indemnification

If someone sues Budge or any other Licensed Party, you may have to pay for their defense and legal fees. To the extent permitted by applicable Laws, you agree to defend, indemnify and hold Budge and all other Licensed Parties and any of their respective officers, directors, shareholders, employees, or independent contractors harmless from and against any claims asserted against any of them arising out of or relating to your use or actual or alleged misuse of the Website, violation of these Terms, Your Content, or your negligence or misconduct. This applies to all liabilities or expenses arising from claims, losses, damages, judgments, fines, litigation costs, and legal fees. You shall cooperate as fully as reasonably required in the defense of any such claim. Budge and all other Licensed Parties reserve the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

E. Resolving Disputes; Agreement To Arbitrate; Class Action and Jury Waiver

Last Updated: September 3, 2025

THIS SECTION IS NOT APPLICABLE TO RESIDENTS OF QUEBEC OR OTHER PROVINCES WHERE IT IS NOT PERMITTED UNDER APPLICABLE LAWS.

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, PRIVATE ATTORNEY GENERAL, REPRESENTATIVE, OR CONSOLIDATED ACTION IN ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. UNLESS YOU OPT OUT IN ACCORDANCE WITH THE OPT-OUT PROCEDURES DESCRIBED BELOW, YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT.

1. Mandatory Individual Arbitration

To the fullest extent permissible by applicable Laws, any Dispute, whether such Dispute arose before, on, or subsequent to you entering these Terms, and if not resolved through the informal dispute resolution procedure set forth in subsection 4 below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, provincial, 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 Dispute that all or any part of this Arbitration Agreement is void or voidable, and further, that the arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.

To the fullest extent permissible by applicable Laws, all Disputes must be filed within one year after such Disputes or cause of action arose or it will be forever barred.

Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and Budge 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 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.

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 you or Budge files or causes to be filed in court (other than small claims court) a complaint alleging a Dispute that is subject to arbitration under this Arbitration Agreement, the defendant/respondent will notify the party or the party’s attorney (if an attorney has entered an appearance) of the existence of this Arbitration Agreement, and request that the complaint be withdrawn. If the party does not withdraw the action within 10 calendar days of service of that notice, and the defendant/respondent successfully moves to compel arbitration of the Dispute, the defendant/respondent shall be entitled to its costs and fees (including reasonable attorneys’ fees) incurred in seeking to enforce this Arbitration Agreement.

2. Class Action / Jury Trial Waiver

You and Budge agree that, to the fullest extent permitted by applicable Laws, 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, private attorney general, representative, or consolidated proceeding (other than the permitted Mass Filing Procedures). This means that you and Budge may not bring a Dispute on behalf of a class or group and may not bring a Dispute 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 Dispute. This also means that you and Budge may not participate in any class, collective, private attorney general, representative, or consolidated proceeding brought by any third party, and any arbitration will be conducted only on an individual basis (other than the permitted Mass Filing Procedures). You and Budge may participate in a class-wide settlement.

3. Arbitration Opt-Out Procedures

You may opt out of this Arbitration Agreement. To do so, you must email legal@budgestudios.ca a notice (“Opt-Out Notice”) no later than 30 days after you first agreed to this Arbitration Agreement (“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, and you will be bound to the terms and conditions of this Arbitration Agreement.

If you opt out of this Arbitration Agreement, all other provisions of the Terms will continue to apply to you, including the Non-Arbitral Disputes Governing Law and Mandatory Forum Selection set forth below in subsection 6. Additionally, if you opt out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement or other arbitration agreements by reason of your separate agreement to them, including subsequent agreements to arbitrate. In other words, opting out of this Arbitration Agreement shall have no effect on any other arbitration agreements you entered into with Budge.

If Budge makes any future changes to this Arbitration Agreement (other than a change to the Notice Address or other non-material changes), Budge will provide you with notice (to the extent we have your contact information). You may reject any such change by sending an email to Budge at 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 Budge. This is not an opt out of arbitration altogether. Your continued use of the Website after this 30-day period constitutes acknowledgment of, and agreement to, the changes to the Arbitration Agreement.

4. Rules and Governing Law for Arbitration

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 each agree, to the fullest extent permitted by applicable Laws, to send the other party a written Notice of Dispute. A Notice of Dispute from you to Budge must be emailed to the 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 Dispute; (iii) any relevant facts regarding claimant’s use of the Website, including whether claimant has made a purchase from Budge 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 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 subsection is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) 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 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.

Mandatory Arbitration Procedures: If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, you and Budge each agree, to the fullest extent permitted by applicable Laws, 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 NAM, for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with 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 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 Dispute to be deemed properly filed.

A form for initiating arbitration proceedings is available on NAM’s website at www.namadr.com/resources/rules-fees-forms/. For additional information on how to commence an arbitration proceeding, you can contact NAM at customerservice@namadr.com.

Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the 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 shall preempt all state laws to the fullest extent permitted by applicable Laws. The laws of the State of New York, without regard to choice or conflict of law principles, shall govern (except as to California residents, in which case California law shall govern): (i) any issue regarding the interpretation or enforcement of this Arbitration Agreement to which the FAA and NAM Rules are found not to apply, and (ii) any other issue in a Dispute arbitrated hereunder.

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 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 Dispute or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM Rules, 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.

Mass Filing Procedures: 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 demands for arbitration of a substantially similar nature, 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 concurrent resolution of each batch as a single consolidated arbitration with one procedural calendar and one hearing (if any) and one final award; and (iii) following such determination of a mass filing, NAM shall apply a single set of admin and panel prep fees per batch in accordance with NAM’s fee schedule. All parties agree that arbitrations are of a “substantially similar nature” for purposes of these Mass Filing Procedures if they arise out of or relate to the same or similar event or factual scenario and raise the same or similar legal issues and seek the same or similar relief.

Budge reserves all rights and defenses as to each and any Dispute, Demand for Arbitration, and claimant. These Mass Filing Procedures shall in no way be interpreted as authorizing class arbitrations of any kind.

Arbitrator’s Fees: You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM and/or the arbitrator to address the apportionment of the arbitrator’s fees. If you do not timely pay any required fees to NAM, any refusal by us to pay such fees on your behalf shall not void or otherwise invalidate this Arbitration Agreement, which shall remain in full force and effect.

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, to the fullest extent permitted by law, 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 Dispute.

5. Severability & Survival

If any provision or portion of this Arbitration Agreement is found to be void, invalid, or otherwise unenforceable, then it 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.

This Arbitration Agreement shall survive termination of these Terms. Except as provided in subsections 1 and 3 above, 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.

6. Non-Arbitral Disputes Governing Law & Mandatory Forum Selection

If (i) you timely provide a valid Opt-Out Notice provided above, and you are not bound to any previous or other arbitration agreements with us; or (ii) any Dispute is determined not to be subject to arbitration or resolution (including if any court of competent jurisdiction or arbitrator, after exhaustion of all appeals, determines that the Class Action/Jury Trial Waiver, as provided above, is void or unenforceable for any reason, or that your Dispute can proceed on a class, collective, representative, or consolidated basis other than the Mass Filing Procedures, as provided above); then you and Budge each irrevocably agree that the exclusive jurisdiction and venue with respect to such Dispute shall be the federal or state courts of competent jurisdiction in the State of New York, and any such Dispute and these Terms shall be governed by and construed in accordance with the substantive and procedural laws of the state of the State of New York, without regard to choice or conflict of law principles.

VII. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, California users of online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

VIII. NOTICE TO NEW JERSEY USERS

The sections on indemnification and limitation of liability do not apply to New Jersey residents to the extent that New Jersey’s Truth-in-Consumer Contract, Warranty, and Notice Act (N.J.S.A. §§ 56:12-14 to 56:12-18) prohibits such application.

IX. MISCELLANEOUS

You may not assign or transfer any of your rights or obligations under these Terms, in whole or in part, by operation of law or otherwise, without our prior written permission. We may assign or transfer any of our rights or obligations hereunder without your permission and without notice to you.

If any clause within these Terms is found to be invalid, unenforceable, void, voidable, or illegal, that clause will be severed and the remainder of the Terms will be given full force and effect.

All provisions of these Terms that would reasonably be expected to survive the termination of these Terms, including, without limitation, those related to IP, limitation of liability, and indemnification, will do so.

Our failure to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by our authorized representative. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

We will be excused from performance under these Terms, to the extent we are prevented or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (1) weather conditions or other elements of nature or acts of God, (2) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (3) quarantines, pandemics, epidemics, or embargoes, (4) labor strikes, or (5) other causes beyond our reasonable control.

This Agreement is between you and us. There are no third-party beneficiaries except as otherwise expressly provided herein.

If you have questions about these Terms, 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