I. IMPORTANT: THIS
IS A LICENSE, NOT A SALE. PLEASE READ THE TERMS AND CONDITIONS OF THIS SOFTWARE
LICENSE AGREEMENT CAREFULLY BEFORE USING THE SOFTWARE (HEREAFTER “AGREEMENT”).
BY SELECTING THE “I ACCEPT THE AGREEMENT” OR “AGREE” OPTION(S) AND CLICKING
“NEXT”, OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR INSTALLING THE
SOFTWARE, YOU ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT. FURTHER YOU ACKNOWLEDGE AND AGREE WITH A FUTURE
CORPORATION PTY. LTD. (HEREAFTER “FUTURE CORPORATION”) THAT THIS AGREEMENT IS
LIKE ANY NEGOTIATED WRITTEN AGREEMENT SIGNED BY YOU AND THAT THIS AGREEMENT IS
ENFORCEABLE AGAINST YOU AND/OR THE LEGAL ENTITY THAT OBTAINED THE SOFTWARE AND,
ON WHOSE BEHALF, IT IS USED (REFERRED COLLECTIVELY HEREIN AS “YOU” OR “YOUR”).
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT AND ALL TERMS AND
CONDITIONS IN ADDENDUM HEREIN APPLICABLE TO YOU AS SET FORTH BELOW, SELECT “I
DO NOT ACCEPT THE AGREEMENT” OR CLICK THE “CANCEL” BUTTON OR OTHERWISE INDICATE
YOUR REFUSAL, OR DO NOT INSTALL THE PRODUCT AND THE INSTALLATION PROCESS WILL
NOT CONTINUE. YOU MAY RETURN THE SOFTWARE TO THE PLACE OF PURCHASE FOR A FULL
REFUND AS SET OUT IN III. BELOW.
II. DOWNLOADS: BEFORE
DOWNLOADING THE SOFTWARE, CAREFULLY READ FUTURE CORPORATION'S TERMS AND
CONDITIONS OF SALE (SEE LINK IN SECTION 9 BELOW) PUBLISHED ON THE SOFTWARE’S
WEBSITE. BY DOWNLOADING THE SOFTWARE: (I) YOU CERTIFY THAT YOU ARE NOT UNDER 13
YEARS OF AGE AND THAT YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS
SET OUT IN THIS AGREEMENT; AND (II) YOU AGREE THAT BY INSTALLING THE SOFTWARE
THIS WILL BE AN IRREVOCABLE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS
AGREEMENT; AND, (III) YOU AGREE TO BE RESPONSIBLE FOR ALL YOUR INTERNET SERVICE
PROVIDER FEES, TELECOMMUNICATIONS AND ALL OTHER CHARGES THAT MAY APPLY AS A
RESULT OF YOUR DOWNLOAD OF THE SOFTWARE; AND, (IV) YOU REPRESENT AND WARRANT TO
FUTURE CORPORATION, IF YOU ARE DOWNLOADING AND ACCEPTING THE SOFTWARE ON BEHALF
OF ANY OTHER LEGAL ENTITY, THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND SUCH
ENTITY; AND, (V) ALL RISK OF DAMAGE TO THE SOFTWARE DURING TRANSMISSION AND
DOWNLOAD IS ASSUMED BY YOU. IF YOU DO NOT AGREE OR COMPLY WITH THE ABOVE TERMS
AND CONDITIONS, DO NOT DOWNLOAD, OR INSTALL THE SOFTWARE.
III. FOURTEEN (14) DAY MONEY BACK GUARANTEE: If you are the first user of the Software and are not satisfied with it,
excluding: Beta, Demo, Demonstration, Instalment, OEM, SDK, Club,
Subscription or Upgrade Software as set forth under their respective sections
below, you may return it at any time during the fourteen (14) day period
following the date of purchase subject to the following conditions: (i) you
must uninstall and where applicable deactivate and/or deregister the Software;
and, (ii) click Refund or fill in a Return Advice form and submit it at the
Software's website or Customer Portal (online cart); and (iii) return any media
and other associated materials including the hardware security device (if
applicable) with proof of purchase and the Return Advice (RA) number to
Future Corporation or the Authorised Dealer you purchased the Software from to
obtain a refund of the money you paid for the software (less all shipping,
handling, applicable taxes and any other non-recoverable costs including but not
limited to any other or third party fees and/or charges howsoever incurred). No
returns will be accepted by Future Corporation, or its Affiliates after the
fourteen (14) day period has expired.
THIS LICENSE IS GRANTED
BY FUTURE CORPORATION AND INCLUDES THE FOLLOWING
PART I
1. TERMS
AND DEFINITIONS
2. SOFTWARE
LICENSE
3. GENERAL
PROVISIONS
4. GOVERNING
LAW
5. TECHNICAL
SUPPORT
6. INSTALMENT
AND SUBSCRIPTION SOFTWARE
PART II
7.1 ACADEMIC,
EDUCATION STUDENT AND TEACHER ADDENDUM TO THE LICENSE
7.2 BETA
SOFTWARE ADDENDUM TO THE LICENSE
7.3 DEMONSTRATION
SOFTWARE ADDENDUM TO THE LICENSE
7.4 OEM
EDITION ADDENDUM TO THE LICENSE
7.5 SOFTWARE
DEVELOPMENT KIT ADDENDUM TO THE LICENSE
PART III
8. COUNTRY
SPECIFIC TERMS IN ADDENDUM TO THIS LICENSE
PART IV
9. LINKS
TO FUTURE CORPORATION LEGAL DOCUMENTS & SUPPORT
PART I
1. TERMS AND DEFINITIONS
1.1 Words importing the singular number shall include
the plural and vice versa; and,
1.1.2 Words importing any gender shall include all
other genders; and words importing persons include individuals, sole
proprietors, partnerships, companies, corporations (public or private), all
government bodies and departments including the armed and covert forces, trusts
and unincorporated associations, businesses, organisations, and all other legal
entities; and,
1.1.3 Unless expressly stated otherwise all words
herein shall be given their ordinary or plain meaning according to the
Australian Oxford English dictionary at such date this Agreement is executed by
the parties including any words using United States spelling conventions; and,
1.1.4 References in this Agreement to Sections are to
sections in this Agreement except where otherwise expressly stated; and,
1.1.5 Numbered Headings (as described in Section 1.2
below), excluding those words referred to in section 1.1.6 (below), are used in
this Agreement for the convenience of the Parties only and shall not be
incorporated into this Agreement and shall not be deemed to be any indication
of the meaning of the Clauses or Sections to which they relate; and,
1.1.6 For the purposes of section 1.1.5 (above)
Numbered Headings hereby excludes all those words contained within inverted
commas (“”) or in parentheses (), italicised or bolded; and,
1.1.7 To avoid any doubt those words contained within
inverted commas (“”) or in parentheses (), italicised or bolded that are
not Numbered Headings are included in and form part of this Agreement.
1.2 IN THIS AGREEMENT UNLESS EXPRESSLY STATED
OTHERWISE THE FOLLOWING WORDS, GROUPING OF WORDS OR PHRASES SHALL HAVE THE
FOLLOWING MEANING:
“Account” and “Account
Holder” means your unique registration with Future Corporation and its
Affiliates within a Customer Portal to securely store and manage your details
under the Terms and Conditions of Sale and Privacy Notice (see section 9 below)
published on our website, and any software products you may have licensed with
us.
“Activation Number” means
the unique number used to Activate the Software to operate in a restricted or
unrestricted state.
“Affiliate” means
any corporation, company, or other entity that directly or indirectly sells
Future Corporation software licenses under Agreement between the parties.
“Antivirus software” means
a computer program that attempts to identify, neutralise, or eliminate a wide
range of threats to a computer or device, including but not limited to (i)
malware, (ii) worms, (iii) phishing attacks, (iv) rootkits, and (v) Trojan
horses or any other type of similar, related, or malicious software.
“Apple” means
Apple Inc. of One Apple Park Way, Cupertino, CA
95014-0642, United States.
“Apple computer” means
iMac, MacBook (Air/Pro), Mac mini and Mac Studio, which is manufactured, supplied
and/or sold by Apple Computer Inc. or its Authorised or Licensed Dealers that
runs MacOS, and to avoid any doubt does not include Apple Watch, G3, G4,
G5, iBook, iPad or iPhone computers or devices (see MacOS below for its
meaning).
“Authorised Dealer” means
an individual or a business (incorporated or otherwise) that has been approved
and authorised by Future Corporation under a separate agreement to carry (store
or stock) the Software to promote, support and sell it to end-users.
“Beta” means a
version (complete or incomplete) of Future Corporation Software that is in its
final development and/or testing stage that may contain bugs, errors and other
glitches or problems that could cause system failures and/or data loss and may
not perform all functions for which it is intended or represented.
“Circumvent” means
(i) to deliberately, utilising any means, work-around or bypass and/or
eliminate (successfully or otherwise) the Software’s built-in (programmed)
mechanisms that are intended to prevent its unlicensed, unauthorised or
unlawful use to prevent the Software’s unlicensed, unauthorised or unlawful
use; and/or (iii) to interfere with the Software’s programming code and/or
secret mechanisms using an individual's skills and/or another program, utility,
script or device, commonly known as "Reverse Engineering",
"Cracking" or "Hacking", in an attempt (successful or
otherwise) to either remove, work-around or bypass the Software’s built-in
(programmed) or hardware (security device) mechanisms that is intended to
prevent the software's unlicensed, unauthorised or unlawful use.
“Club Membership” means
Subscription Software for the purposes of this Agreement (see below).
“CNC Machine” means
an electronic device that uses a rotary bit, blade or tool, a laser, a plasma,
a water jet or similar, to follow a tool path via numerical control to cut,
gouge or score a wide variety of substrates and/or materials and does not
include every make and model of CNC machine manufactured or currently
available, and to avoid any doubt Future Corporation does not warrant
support for any specific make or model of CNC machine;
“Compatible computer” means
either an Apple computer or an IBM compatible computer for the purposes of this
Agreement and where the software specifically states as part of its published
specification on its website that it is compatible with (a) an Apple computer
only, or (b) an IBM compatible computer only, or (c) compatible with both an
Apple and an IBM compatible computer.
“Component” means
a separate and identifiable part of the Software that may be obtained
separately for a fee, or at no charge as described in the Software’s
documentation that seamlessly integrates with the Software and is typically
referred to as a plugin, snap-in or module.
“Computer” means
an electronic device that accepts information in digital or similar form and
manipulates it for a specific result based on a sequence of instructions and is
(a) compliant and (b) compatible with Future Corporation's software protection
measures and computer identification mechanism as set out herein.
“Content Files” means
the animations, artistic works and samples, audio, charts, clipart, data,
gradients, fonts (in all formats), illustrations, images, internal graphics and
works, sample and stock photographs, sample files, sounds, templates, text,
textures, video and all other similar works bundled (included) with the
Software and/or available online at no charge, or for a fee, and are provided
for demonstration and training purposes with the Software. To avoid any
doubt Corporate Logos do not mean and are not Content Files.
“Copy” with
respect to the Software means one (1) instance of the Software that is
installed onto one (1) hard disc drive that is permanently affixed and/or exclusively
used in one (1) computer; and does not mean a removable or transportable hard
disc drive that is used as a start-up drive on more than one (1) computer.
“Credit-Card” means
a payment device lawfully issued to the bearer by a Major credit card company
including all debit cards that is accepted by Future Corporation, its
Affiliates.
“Customer Number” means
Product Serial Number for the purposes of this Agreement (see below).
“Customer Portal” means
a private and secure gateway to a collection of services, access to and control
over the information you provide to Future Corporation or its Affiliates,
software downloads and other services accessible over the Internet through a
web browser and/or the Software.
“Day” or “Days” means
consecutive calendar days and does not exclude weekend days, or any: public,
bank and government sanctioned public holidays with each day concluding
precisely at 4:00PM AEST and any time thereafter considered the following day
for the purposes of this Agreement.
“Delphi” means a
computer programming language, more specifically a branch of object-oriented
derivatives of Pascal.
“Documentation” means
any accompanying printed materials, Software License, and any other Agreement
you may have with Future Corporation relating to the Software, and online
(Future Corporation Internet sites); or its electronic equivalent.
“Expert” means an
individual or individuals who comply with the experience and/or tertiary
qualifications as required under the Software License Agreement to provide
sworn testimony in the event of a dispute between the parties hereto in a court
of competent jurisdiction, to assist the court if required.
“First user” means
the individual or legal entity that first licensed the Software from Future
Corporation or its Affiliate.
“Future Corporation” means
a Future Corporation Pty. Ltd. A.C.N. 078 538 022 of Unit 43, 328 Reserve Rd, Cheltenham
VIC. 3192 Australia.
“Future Corporation and its Affiliates” means a collective group of parties including (i) Future
Corporation and (ii) any third party referred to herein as an Affiliate
(Authorised Dealer).
“Hard disc drive” or
“HDD” (Internal or External) means any disc or media regardless of kind
or type that can have the Software copied or installed onto it for use in or
with a computer or device.
“Hardware Serial Number” means
a unique number affixed to a device sold with OEM Software that may be used to
identify that device and any rights to the Software.
“Help” means the
printed and/or electronic documentation provided by Future Corporation with the
Software and/or online and does not mean email, facsimile, telephone or
technical support, training, or assistance.
“IBM compatible computer” means
any computer that can run Microsoft Windows but excludes all Apple and
Chromebook computers (see Windows below for its meaning).
“In writing” from
Future Corporation which appends or modifies this agreement means a written
document signed by the C.E.O., a director, a vice president, or a senior
executive of Future Corporation that is duly authorised to represent Future
Corporation for such purposes.
“Install Code” means
the unique number that identifies each computer and is required to Activate or
Register the Software.
“Instalment Software” means
a payment method that allows you to pay for a Software license over a pre-set
price and number of months to own the license in full when the final payment is
made and cleared, unless cancelled (i) by the licensee, or (ii) for non-payment
by the licensee.
“Internal Network” means
a private or proprietary network resource (Intranet) accessible only by
management, employees and individual contractors or subcontractors of a
specific corporation, company, business entity or government department or
body. Internal Network does not mean or include a global and/or public
network (Internet) or any portion thereof or any other network community open
to the public or other non-related corporations, such as membership or
subscription driven groups, trade or professional associations, public
associations, or forums and/or similar organizations or groups.
“Internet” means
the global computer network commonly referred to as the world wide web.
“License Management Regime” means the system employed by Future Corporation and the Software
to manage the Software's Licensing on a computer.
“License Remaining” means
the contiguous time remaining (usually reported in days) before the License
expires on a computer.
“License Status” means
the current state of the Software License on a computer.
“License Type” means
the method of payment for the Software License.
“Life”, “Life Cycle”
or “Life of the Product” means Product Life for the purposes of
this Agreement (see below).
“Machine code”
or “Machine language” means a system of instructions and data directly
executed by a computer’s central processing unit.
“MacOS” means
Apple’s computer operating system software, namely: MacOS from 10.15 Catalina
through to and including MacOS 13 Ventura in all correctly installed (loaded)
variants and service packs or any version thereof for Apple computers but does
not include any other version or variant of MacOS, OS X, or Mac OS X and to
avoid any doubt does not include any future versions after MacOS 13
Ventura.
“Materials and workmanship” means the Software’s physical: (i) media (including but not
limited to discs and the hardware security device), (ii) written (printed)
materials, (iii) packaging, and (iv) any other similar materials but does not
refer or relate to the Software program and/or its components, extras,
plug-ins, snap-ins, modules or its code, or any online services. Materials and
workmanship does not mean or include the quantity or quality of the
Software or its code, its fitness for purpose or merchantability.
“Microsoft” means
Microsoft Corporation Inc. of 1 Microsoft Way, Redmond, WA 98052-6399 United
States.
“Module” means
Component for the purposes of this Agreement (above).
“Month” or “Months” means
consecutive calendar months and does not exclude weekend days, or any: public,
bank and government sanctioned public holidays within such month or months.
“MSRP” means
Manufacturer’s Suggested Retail Price abbreviated to MSRP and has the same
meaning as: Recommended Retail Price or RRP, or the list price.
“Numbered Headings” means
a word or group of words within this Agreement that are immediately preceded by
a numeric value which is the consecutive decimalized number to those numbers
that have come before it in preceding sections and does not include alpha,
roman or other numerals which may appear within and throughout the various
sections of this Agreement.
“Online” means
access to and/or interaction with the global computer network commonly referred
to as the Internet or world wide web via a computer or other device whether it
be unrestricted or otherwise.
“Operating System” means
an interface between a computer user and computer hardware. An operating system
is a software which performs all the basic tasks like file management, memory
management, process management, handling input and output, and controlling
peripheral devices such as disk drives and printers.
“Opt-Out” means an action
of an Account Holder withdrawing their consent to receive any specific or all
Communications from Future Corporation or from sending statistical data to
Future Corporation.
“Original Equipment Manufacturer” or “OEM” means a variation of the Software that is exclusively
included (bundled) and licensed by Future Corporation with a piece of
third-party equipment or hardware (machines and devices) including but not
limited to: CNC, engraving, laser, plotting, printing, routing, and vinyl
cutting machines and devices by the manufacturer and/or their agents and
dealers to end-users.
“Output File” means
a file in a Future Corporation proprietary or generic format that has been
created and saved and/or exported by the Software.
“Patch” means
Update for the purposes of this Agreement (see below).
“Permitted Number” means
a single unit or one (1) unless otherwise indicated under a valid Volume
License granted by Future Corporation or one of its subsidiaries, authorised
Licensees or Dealers.
“Performance Reporting” or
“Performance Report” means the anonymous and secure collection,
storage, and periodic uploading to a remote server of statistical information
produced by the Software when in use.
“Perpetual” or
"Perpetual License” means a period of no more than four (4)
consecutive years from the commencement date of this Agreement and to avoid
doubt DOES NOT mean everlasting or forever.
“Plotter” or
“Vinyl Cutter” means an electronic device that uses a pen or blade
to create drawings on a substrate or to cut out signage from an adhesive backed
vinyl or similar substrate and does not include every make and model of
plotter or vinyl cutter manufactured or currently available, and to avoid any
doubt Future Corporation does not warrant support for any specific make
or model of plotter or vinyl cutter, other than OEM devices it expressly
supports.
“Plugin” or
“Plug-in” means Component for the purposes of this Agreement (see
above).
“Possession or Control” means
(i) the effective ownership or proprietorship of the Software License
notwithstanding the legal ownership or proprietorship thereof, and/or (ii) the effective
ownership or proprietorship of a computer or device notwithstanding the legal
ownership or proprietorship thereof that has any prior or actual relationship
with, or to, the Software.
“Printer” or
“Large/Wide Format Printer” means an electronic device that uses any
process/technology to print onto a substrate and does not include every
make and model of printer or large/wide format printer manufactured or
currently available, and to avoid any doubt Future Corporation does not
warrant support for any specific make or model of printer or large/wide
format printer, other than OEM devices it expressly supports.
“Product” means
the version of the Software licensed by Future Corporation under the terms of
this Agreement.
“Product Life” means
the period from where a version of the Software is released for licensing to
the public (the current version) and remains current up until such time as a
subsequent or replacement version (Upgrade) is released for licensing to the
public (see Upgrade below).
“Product Serial Number”
or “PSN” means the unique and identifying number for each Future
Corporation Software product which incorporates a PSN and does not
relate to any Hardware product or item.
“Programming language” means
a set of written instructions (and comments) that are used to develop and
create programs which control the behaviour of a computer or device.
“Published functionality” means
the functions (tools and features) each variation or level of the Software
includes as listed on the Software’s website and it is the purchaser’s sole
responsibility to make inquiries as to which level is suitable for its needs.
“Reasonable amount” means
for the purposes of section 5 (below) an amount only to the extent necessary to
resolve, or an attempt to resolve (successful or otherwise), a technical issue
pertaining or relating to the Software; and does not mean (i) a
guarantee, or (ii) a warranty, or (iii) a promise of any kind to permanently
resolve such technical issue.
“Registration Number” has
the same meaning as Activation Number for the purposes of this Agreement (see
above).
“RRP” means
MSRP for the purposes of this Agreement (see above).
“Sample File” means
a file in a Future Corporation proprietary or generic format that has been
created and saved and/or exported by Future Corporation or its Affiliates using
the Software.
“Security-1” or “S1” means
an extension, variation, or modification of the Software that (i) is for use
within a secured or protected internal network, and/or (ii) provides for
restricted user levels and access, and/or (iii) has built-in mechanisms to
track all access and use of the Software, and/or (iv) implements strong
encryption to protect Output and Export files.
“Snap-in” means
Component for the purposes of this Agreement (see above).
“Software Development Kit”
or “SDK” means a set of development tools provided by Future Corporation
that assists a software programmer to create components, file format filters
for Future Corporation Software and/or its components for use with third party
computer programs, utilities, or applications.
“Software” means
(i) computer software (including its compiled code), and/or (ii) a computer
program including plugins, snap-ins, modules and/or components (including their
respective code), and (iii) any modified versions and copies of, and upgrades,
updates and additions to the Software; and (iv) all of the information with
which the Software License Agreement is provided, including but not limited to
Future Corporation or third party software files and other computer information
but does not include the physical: (i) media (including but not limited
to discs and the hardware security device), (ii) written (printed) materials,
(iii) packaging, and (iv) any other similar materials.
“Software Protection Measures” or “SPM” means various processes (schemas) to protect Future
Corporation Software from unauthorised or misuse. These processes include but
are not limited to: Activation, Authorisation, Licensing, and/or Registration
and are required to be correctly implemented for the Software to fully operate.
“Strong encryption” means
a method of data encryption that is less susceptible to having its key
discovered by a third party through what is commonly referred to as brute force
attack, hacking or cracking.
“Subscription Software” means
a payment method for a Software license on an indefinite monthly basis until
cancelled (i) by the licensee, or (ii) for non-payment by the licensee.
“Software License Number”
or “SLN” means the unique and identifying number for each Future
Corporation Software product which incorporates a SLN and does not
relate to any Hardware product or item.
“Subsidiary” means
Affiliate for the purposes of this Agreement (see above).
“Supervisor” and “Manager” means
an employee of Future Corporation who has a senior position within the company
and has been authorised by the C.E.O., a director, a vice president, or senior
executive of Future Corporation to represent Future Corporation for the tasks
as expressly set forth in this Agreement.
“Supplier” means
an individual, or a business, or a corporation which has and/or continues to
provide Future Corporation with any goods, intellectual property and/or
services to assist Future Corporation in designing, creating, producing, and
delivering the Software.
“Technical support” means
the identification and attempted remedy (successful or otherwise) of an error,
bug or an unexpected circumstance pertaining or relating to the Software when
used in accordance with the Software's documentation, the Operating System and
directions from Future Corporation via email, user forums, knowledgebase,
online ticketing, facsimile, telephone and/or by any other appropriate means,
undertaken by an authorised Future Corporation representative; and does not
mean (i) training, or (ii) the consulting or consultation of the
applicability, suitability or otherwise of the Software, or any explanation of
how to use the Software or any other Software or Hardware product, or (iii) how
it is supposed to, or does function except to the extent to remedy a technical
matter and does not include assistance, advice or support of any third
party software, computer hardware, cutting or printing device, machine or any
related equipment that (i) is not functioning correctly or as it ordinarily
should, or (ii) is faulty, or (iii) is misconfigured, or (iv) is incapable of
working with the Software, or (v) is subject to malware, a virus, a Trojan or
otherwise malicious software or firmware.
“Update” means a
separate component of Software designed to update, modify, repair, remove or
fix problems identified by Future Corporation with the Software that includes
fixing bugs, replacing or removing tools and/or features and improving the
usability or performance of the Software (e.g. V1.0 of the Software may be
replaced with V1.1 of the Software, with V1.1 an update from V1.0, with V1.1
potentially followed by V1.2 and so on and so forth. Note, update increments
may not necessarily be in values of .1).
“Upgrade” means the
complete replacement of the Software with a newer version of the same branded
Software, that may include but is not limited to: error corrections,
modifications, removal and replacement of tools and features, compatibility
improvements, new tools and features, additions and/or enhancements to the
Software (e.g. V1.0 of the Software will be replaced with V2.0 of the Software,
with V2.0 an upgrade from V1.0, with V2.0 subsequently followed by V3.0 and so
on and so forth. Note, update increments may not necessarily be in values of
1).
“USB Drive” or
“USB Flash Disc/Drive” means Hard disc drive for the purposes of this
Agreement (see above).
“Use” means the
opening and/or installation (loading) of the Software with an Operating System
and its manipulation and/or exploitation on a computer or device by a user.
“User” means the
individual or legal entity that is licensed to use the Software or has
effective control of the Software, which is referred to herein as “you” and/or
“your”.
“Valid Credit Card” means
credit card for the purposes of this Agreement (see above).
“Validly Received Order” means
an order to purchase a software license via an online cart or service where the
information provided by the purchaser and the payment method used is accepted
prima facie as genuine and subsequently processed and paid by a third party
payment processor, including but not limited to: AliPay, American Express,
Cirrus, Delta, Digital River, Diners Club, Discover Card, JCB, Maestro,
MasterCard, PayPal, Stripe, Visa, Union Pay, WeChat, Wire Card.
“Version” means the
numeric or alphanumeric value given to the Software license as each subsequent
edition is released for sale by Future Corporation and its Affiliates at their
absolute discretion and from time to time.
“Volume License” means
either (i) a Site License granted in single licenses, or (ii) a License Pack
usually granted in multiples of five (5) five licenses, or (iii) License Seats
usually granted in multiples of one hundred (100) licenses.
“Windows” means
Microsoft’s computer operating system software, and for the purposes of this
Agreement means Windows: 11, 10, and 8.1 only, and excludes Windows: 8, 7,
Vista, XP, 2000, Me (Millennium), 98, 95, 3.X and all prior releases, versions,
and variants and to avoid any doubt does not include any future versions
of Windows after Windows 11.
“Written notice” means
any method of delivering written advice to the recipient including but not
limited to (i) email, (ii) facsimile, (iii) post, (iv) courier, or (v) hand
delivery and if the written notice is delivered to the ordinary or registered
address of the recipient it does not require third party or independent
verification to effect legal notification.
“Year” or “Years”
means consecutive calendar years and does not exclude weekend days, or any:
public, bank and government sanctioned public holidays within such year or
years.
2. SOFTWARE LICENSE
2.1 SOFTWARE LICENSE: THE
SOFTWARE IS LICENSED, NOT SOLD. YOU ACKNOWLEDGE AND AGREE WITH FUTURE CORPORATION
ANS ITS AFFILIATES THAT THIS LICENSE AGREEMENT ONLY GIVES YOU SOME RIGHTS
TO USE THE SOFTWARE AND MAY BE LIMITED BY TIME AS SET OUT IN THE SOFTWARE'S
DOCUMENTATION AND/OR MATERIALS. FUTURE CORPORATION, ITS AFFILIATES, AND ITS
SUPPLIERS RESERVE ALL OTHER RIGHTS. NOTWITHSTANDING THIS LIMITATION AND UNLESS
APPLICABLE LAW GIVES YOU MORE RIGHTS, YOU MAY ONLY USE THE SOFTWARE AS
EXPRESSLY PERMITTED IN THIS AGREEMENT.
2.1.1 GRANT OF LICENSE: IF
YOU VALIDLY OBTAINED THE SOFTWARE FROM FUTURE CORPORATION OR ITS AFFILIATES AND
AS LONG AS YOU COMPLY WITH THE TERMS OF THIS LICENSE AGREEMENT, FUTURE
CORPORATION GRANTS YOU A NONEXCLUSIVE LICENSE TO USE THE SOFTWARE IN THE MANNER
AND FOR THE PURPOSES DESCRIBED IN THE SOFTWARE’S DOCUMENTATION AND/OR WEBSITE
AND IN THIS LICENSE AGREEMENT AS FURTHER SET FORTH BELOW.
2.1.2 GENERAL USE: You
may install and use one (1) copy of the Software on one (1) computer; or (if
applicable) under the following section.
2.1.3 VOLUME USE: You
may install and use one (1) copy of the Software on one (1) computer up to the
Permitted Number of your compatible Computers (i) as listed in the Software’s
documentation, and/or on its website, or (ii) under a valid Volume License
Agreement with Future Corporation and its Affiliates; or,
2.1.4 SERVER DEPLOYMENT: You
may install the Permitted Number of copies of the Software on the Permitted
Number of Computer file server(s) within your Internal Network for the purpose
of downloading and installing the Software on up to the Permitted Number of Computers
within the same Internal Network.
2.1.6 BACKUP COPY: You
may make up to one (1) backup copy of the Software, provided your backup copy
is not installed or used for anything other than archival purposes.
2.1.7 TAXES AND CHARGES: You
acknowledge and agree with Future Corporation and its Affiliates that
you are responsible for all tariffs, custom charges and duty taxes, value added
taxes, goods and services taxes, and sales taxes payable in connection with
this License Agreement.
2.2 INTELLECTUAL PROPERTY OWNERSHIP: THE SOFTWARE AND ANY AUTHORISED COPIES THAT YOU MAKE ARE THE
INTELLECTUAL PROPERTY OF AND ARE OWNED BY FUTURE CORPORATION AND ITS SUPPLIERS.
THE ALGORITHMS, DESIGNS, METHODS, LAYOUTS, ORGANIZATION, STRUCTURE AND
UNDERLYING TECHNOLOGIES OF AND WITHIN THE CODE OF THE SOFTWARE ARE THE VALUABLE
TRADE SECRETS AND STRICTLY CONFIDENTIAL INFORMATION AND PROPERTY OF FUTURE
CORPORATION AND/OR ITS SUPPLIERS. EXCEPT AS EXPRESSLY STATED HEREIN, THIS
AGREEMENT DOES NOT GRANT YOU ANY INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE,
ITS COMPONENTS, CONTENT FILES, CORPORATE LOGOS, OR SOFTWARE DEVELOPMENT KITS
AND ALL RIGHTS NOT EXPRESSLY GRANTED ARE RESERVED BY FUTURE CORPORATION AND ITS
SUPPLIERS.
2.2.1 COPYRIGHT: THE
SOFTWARE AND ITS USER INTERFACE (INCLUDING BUT NOT LIMITED TO CONTENT FILES,
CURSORS, CORPORATE LOGOS, ICONS, IMAGES, MODULE NAMES, MARKS, AND TRADEMARKS)
ARE PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO THE COPYRIGHT LAWS OF ALL
COUNTRIES FUTURE CORPORATION SOFTWARE LICENSES ARE SOLD, AND BY INTERNATIONAL
TREATY PROVISIONS. EXCEPT AS EXPRESSLY STATED HEREIN, THIS AGREEMENT DOES NOT
GRANT YOU ANY COPYRIGHT, DESIGN, OR TRADEMARK RIGHTS IN THE SOFTWARE, ITS
COMPONENTS, CONTENT FILES, CORPORATE LOGOS, OR SOFTWARE DEVELOPMENT KITS AND
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY FUTURE CORPORATION
AND/OR ITS SUPPLIERS.
2.3 SOFTWARE PROTECTION MEASURES: You acknowledge that the Software is subject to any, or combination of
protection schemes from unauthorised use, including but not limited to:
Activation, Authorisation, Licensing, and/or Registration in order for the
Software to become and remain fully functional on your computer (hereafter
“SPM”) and except as expressly limited by applicable law in your jurisdiction,
you agree with Future Corporation and its Affiliates that: (i) if the Software
requires mandatory SPM, your License and ability to use the Software is
contingent upon your providing the Software access to the Internet and/or other
telecommunications services as directed by Future Corporation and successfully
completing any SPM process and providing Future Corporation with accurate
information as required by this process, and; (ii) you acknowledge and agree
that it is your sole responsibility to at all times keep your hardware serial
number(s), PSN or SLN safe from partial or complete loss, and/or unauthorised
use or misuse by another or third party and that Future Corporation and its
Affiliates shall not be obliged or held responsible for maintaining and/or
recording such numbers on your, another or third party's behalf or liable for
their complete or partial loss howsoever caused.
2.3.1 LICENSE ACCESS AND VALIDATION: You acknowledge and consent to Future Corporation: (i) monitoring your
use of the Software for the purposes of SPM; and, (ii) authenticating and
periodically relicensing and/or verifying your licensing rights in the Software
either directly and/or via the Customer Portal (referred collectively herein as
“Validation”); and, (iii) to the extent permitted by applicable law and in your
jurisdiction collecting, transmitting, using, and sharing with Future
Corporation and its Affiliates, data relating to your use of the Software for
advertising, marketing, operational and other purposes; and, (iv) accessing,
utilizing and altering the existing functionality, including any default
settings, of the computer system on which you use the Software; and, (v)
receiving messages from Future Corporation from within the Software and its
third party marketing partners; and, (vi) you agree to be responsible for your
Internet service provider fees, telecommunications and all other charges that
may apply as a result of the Software undertaking the abovementioned License Validation
and communications as is necessary from time to time. If, for any reason, you
fail to undertake Validation of the Software which requires mandatory SPM
within the period of time specified in the Software and/or its documentation,
you will be unable to use the Software and your License to use the software
shall be suspended (at your cost/expense) until such time as you complete the
SPM process and you acknowledge and agree that Future Corporation does not
guarantee or warrant that any specific computer or operating system it uses can
be activated, registered or otherwise unlocked.
2.3.1.1 COMPUTER IDENTIFICATION ("CID")
MECHANISM: You acknowledge and agree that
Future Corporation will record and identify your computer when you activate,
register, or otherwise unlock the Software (hereafter "Unlocked") and
that for the Software to remain Unlocked the identity of your computer shall
not change or alter. If the identity of your Unlocked computer does change or
alter you acknowledge and agree that Future Corporation will automatically deem
this to be a different computer, and not the original computer, and shall not
unlock the different computer unless, (i) the original computer is deactivated
or unregistered by you to Future Corporation’s absolute satisfaction, or (ii)
you have a Volume License and have not reached the maximum number of Unlocked
computers permitted under your Volume License. You further acknowledge and
agree with Future Corporation that it is your sole responsibility to use a
computer, or computers that are (a) compliant and (b) compatible with Future
Corporation’s SPM and that Future Corporation does not guarantee or warrant
that a specific computer and the operating system it uses can be unlocked.
2.3.1.2 CID VOLUME LICENSES: Where you have a Volume License section 2.3.1.1 (above) applies to each
unique computer to the maximum number of licensed computers as permitted under
your Volume License. To avoid any doubt, you may not have more than the maximum
number of computers Unlocked at any one time than permitted under your Volume
License.
2.3.2 MANDATORY RELICENSING: YOU ACKNOWLEDGE AND AGREE WITH FUTURE CORPORATION AND ITS AFFILIATES
THAT THE SOFTWARE WILL CEASE TO FUNCTION UNRESTRICTED (LICENSED) UNLESS YOU
PERIODICALLY RELICENSE THE SOFTWARE AS SET OUT AND REQUIRED UNDER (I) THIS
LICENSE, AND/OR (II) THE LICENSE MANAGEMENT REGIME, AND/OR (III) ACCORDING TO
THE LICENSE TYPE AS SET FORTH IN THE SOFTWARE'S DOCUMENTATION AND/OR ON ITS
WEBSITE. YOU FURTHER AGREE WITH FUTURE CORPORATION AND ITS AFFILIATES THAT IT
IS YOUR SOLE RESPONSIBILITY AND SHALL BE ENTIRELY AT YOUR OWN COST/EXPENSE TO
COMPLETE THE SOFTWARE LICENSE RENEWAL ON YOUR LICENSED COMPUTER(S) AND THAT
NEITHER FUTURE CORPORATION OR ITS AFFILIATES SHALL BE HELD (I) LIABLE, OR (II)
RESPONSIBLE, AND/OR (III) DEEMED IN DEFAULT OF THIS AGREEMENT BY YOU, ANOTHER
OR THIRD PARTY FOR ANY FAILURE OR DELAY BY YOU TO RENEW YOUR SOFTWARE LICENSE
OR ANY COMPLETE OR PARTIAL LOSS OF ANY NUMBERS REQUIRED TO COMPLETE THIS
PROCESS.
2.3.2.1 MANDATORY INTERNET ACCESS: PURSUANT TO SECTION 2.3 (ABOVE) AND WHERE THE SOFTWARE REQUIRES SPM AND
EITHER DIRECT OR INDIRECT INTERNET ACCESS TO BECOME FULLY FUNCTIONAL YOU HEREBY
AGREE WITH FUTURE CORPORATION THAT YOU SHALL PROVIDE INTERNET ACCESS IN ORDER
TO FULFILL YOUR OBLIGATIONS UNDER THE TERMS OF THIS LICENSE AGREEMENT TO
PROPERLY COMPLETE THE SPM PROCESS AND YOU FURTHER AGREE THAT YOU SHALL PROVIDE
THE MINIMUM INFORMATION AS IS REQUIRED BY THE SPM PROCESS INCLUDING BUT NOT
LIMITED TO A VALID EMAIL ADDRESS.
2.3.2.2 INTERRUPTION OF ONLINE SERVICES: NEITHER FUTURE CORPORATION AND ITS AFFILIATES SHALL BE HELD (I) LIABLE,
OR (II) RESPONSIBLE, (III) AND/OR DEEMED IN DEFAULT OF THIS AGREEMENT BY YOU,
ANOTHER OR THIRD PARTY FOR ANY FAILURE OR DELAY OR INTERRUPTION IN THE ONLINE
SERVICES OR ANY FAILURE OF ANY HARDWARE DEVICES, EQUIPMENT, SOFTWARE OR
TELECOMMUNICATIONS RESULTING FROM ANY CAUSE OR CIRCUMSTANCE BEYOND THE
REASONABLE CONTROL OF FUTURE CORPORATION AND ITS AFFILIATES.
2.3.3 PRIVACY, DATA AND STATISTICAL COLLECTION: To the extent permitted by applicable law, you acknowledge
and agree to allow Future Corporation and its Affiliates to securely store
and use your contact information, including names, telephone numbers, and email
addresses, and where legally required only stored within your jurisdiction’s
physical borders and that whenever the Software connects to Future Corporation
over the Internet, certain Account Holder information is collected and
transmitted by the Software to Future Corporation pursuant to the Future
Corporation’s Online Privacy Policy available (hereafter “Privacy Policy”, see
section 9 below). You further agree to permit Future Corporation to obtain your
computer's performance report for each calendar week only unless you select to Opt-Out
via the Software's preferences or settings or writing to us. Such information
will be securely processed and only used in connection with your License and
your use thereof and our business relationship, and may be provided to Future
Corporation’s Affiliates, Contractors, Partners, or Suppliers for uses
consistent with their collective business activities, including communicating
with you within the Software, email, telephone, or any other means.
2.3.3.1 ELECTRONIC DELIVERY OF COMMUNICATIONS: You hereby agree and consent to receive electronically including but not
limited to all communications, documents, notices, product information, links,
offers and disclosures (collectively, "Communications") that Future
Corporation and its Affiliates provide in connection with the Software and your
Account and your use of our services.
2.3.3.2 HOW TO WITHDRAW YOUR CONSENT: You may withdraw your consent to receive Communications electronically
by (i) writing to us with your business and/or related details and which
Communications you wish to withdraw from to: A FUTURE CORPORATION PTY. LTD. GPO
BOX 3431, MELBOURNE, VIC 3001 AUSTRALIA, or (ii) by clicking Unsubscribe
on any electronic communications which provides such link and indicating which
specific Communications you wish to Unsubscribe from.
2.3.3.3 UPDATING YOUR CONTACT INFORMATION: It is your responsibility to keep your primary email address up to date
so that Future Corporation and its Affiliates can communicate with you
electronically. You understand and agree that if Future Corporation sends you
an electronic Communication, but you do not receive it because your primary
email address on file is incorrect, out of date, blocked by your service
provider, or you are otherwise unable to receive electronic Communications,
Future Corporation will be deemed to have provided the Communication to you.
2.3.4 NO CIRCUMVENTION: YOU ACKNOWLEDGE AND AGREE WITH FUTURE CORPORATION AND ITS AFFILIATES
THAT ANY ATTEMPT (SUCCESSFUL OR OTHERWISE) BY YOU, OR A THIRD PARTY AT YOUR
DIRECTION OR REQUEST, TO CIRCUMVENT OR ACTUAL CIRCUMVENTION OF: (I) THE SPM
PROCESS AND/OR ITS UNDERLYING AND SECRET TECHNOLOGY; OR (II) OTHER MECHANISM
AND/OR PROTECTION TECHNOLOGY CONTAINED WITHIN THE SOFTWARE, OR (III) AN ACTUAL
DENIAL OR ATTEMPTED DENIAL OF SERVICE AGAINST ANY FUTURE CORPORATION SERVERS OR
OFF SITE SERVERS, OR (IV) MANDATORY LICENSE VALIDATION AND/OR VALIDATION ON A
COMPUTER OR COMPUTERS IN YOUR POSSESSION OR CONTROL FOR THE SOFTWARE IS A
VIOLATION AND MATERIAL BREACH OF THIS AGREEMENT AND MAY RESULT IN THE AUTOMATIC
AND IMMEDIATE TERMINATION OF YOUR ACCOUNT AND LICENSE TO USE THE SOFTWARE.
2.3.4.1 FUTURE CORPORATION REMEDY FOR BREACH: IN THE EVENT THAT FUTURE CORPORATION, ITS AFFILIATES AND/OR ITS
SUPPLIERS HAS EVIDENCE OR DEEMS (IN ITS ABSOLUTE DISCRETION) THAT YOU HAVE
CIRCUMVENTED OR ATTEMPTED TO CIRCUMVENT THE SOFTWARE PROTECTION MEASURES SET
FORTH IN SECTION 2.3.4 (ABOVE) AND TO THE EXTENT PERMITTED BY APPLICABLE LAW,
FUTURE CORPORATION, ITS AFFILIATES AND/OR ITS SUPPLIERS SHALL BE ENTITLED TO
TAKE SUCH ACTION AS THEY SEE FIT, INCLUDING ISSUING YOU A WRITTEN CEASE AND
DESIST DEMAND, IMMEDIATELY BLOCKING ACCESS TO ANY OR ALL ONLINE SERVICES,
REMOTELY DEACTIVATING OR DEREGISTERING THE SOFTWARE, AND/OR REFUSAL TO PERMIT
FURTHER ACTIVATIONS OR REGISTRATIONS AND TEMPORARILY OR PERMANENTLY TERMINATING
YOUR ACCOUNT WITH FUTURE CORPORATION, ITS AFFILIATES, AND DISCLOSING SUCH
INFORMATION (INCLUDING YOUR IDENTITY) TO RELEVANT AUTHORITIES AND/OR ANY PERSON
OR ENTITY THAT HAS THE LEGAL RIGHT TO SUCH INFORMATION, AND/OR TAKING LEGAL
ACTION AGAINST YOU TO RECOVER ANY AND ALL LOSSES INCURRED BY FUTURE CORPORATION
INCLUDING BUT NOT LIMITED TO APPLYING TO A COURT OF COMPETENT JURISDICTION FOR
URGENT INJUNCTIVE RELIEF WITHOUT THE NEED FOR POSTING A BOND.
2.3.5 NON-PAYMENT OF LICENSE FEE: IN THE EVENT THAT YOU FAIL TO PAY FOR THE SOFTWARE LICENSE OR OBTAIN A
CREDIT OR DEBIT CARD CHARGEBACK, OR ANY FUTURE CORPORATION AFFILIATE AND/OR
AUTHORISED DEALER VALIDLY CLAIMS THAT YOU HAVE NOT MADE FULL AND FINAL PAYMENT
FOR THE SOFTWARE (INCLUDING BUT NOT LIMITED TO OEM, RETAIL OR WHOLESALE
VERSIONS) FOR ANY REASON WHATSOEVER AND YOU HAVE NOT REQUESTED A REFUND UNDER
III (ABOVE) WITHIN THE SPECIFIED TIME (IF APPLICABLE), YOU ACKNOWLEDGE AND
AGREE THAT FUTURE CORPORATION SHALL BE ENTITLED TO TAKE ACTION AGAINST YOU,
INCLUDING BUT NOT LIMITED TO (I) IMMEDIATELY BLOCKING ACCESS TO ANY OR ALL
ONLINE SERVICES, AND/OR (II) REMOTELY LOCKING THE SOFTWARE, AND/OR REFUSAL TO
PERMIT FURTHER UNLOCKING OF THE SOFTWARE, AND/OR (III) CLOSING YOUR ACCOUNT
WITH FUTURE CORPORATION, AND/OR (IV) DISCLOSING SUCH INFORMATION (INCLUDING
YOUR IDENTITY) TO RELEVANT AUTHORITIES AND/OR ANY PERSON OR ENTITY THAT HAS THE
LEGAL RIGHT TO SUCH INFORMATION IN YOUR JURISDICTION.
2.3.5.1 AFFILIATE OR AUTHORISED DEALER
NON-PAYMENT: TO THE EXTENT PERMITTED UNDER
APPLICABLE LAW AND IF AFTER NINETY (90) DAYS AND WHEN AN AFFILIATE OR AN
AUTHORISED DEALER HAS FAILED TO REIMBURSE (PAY) FUTURE CORPORATION FOR THE
SOFTWARE LICENSE SOLD TO YOU, FUTURE CORPORATION MAY IN ITS DISCRETION AND NOT
UNREASONABLY TERMINATE THE SOFTWARE LICENSE FOR NON-PAYMENT AND YOU HEREBY
AGREE TO (I) PURSUE THE AFFILIATE OR AUTHORISED DEALER FOR A REFUND OF ANY
MONEYS PAID BY YOU, AT YOUR OWN COST AND RISK, AND (II) NOT MAKE OR BRING ANY
CLAIM AGAINST FUTURE CORPORATION FOR ANY LOSS, DAMAGES, CLAIMS OR COSTS
WHATSOEVER INCLUDING ANY SPECIAL, CONSEQUENTIAL, INDIRECT, ECONOMIC OR
INCIDENTAL DAMAGES, LOST TIME, LOST PROFITS OR LOST SAVINGS, ANY DAMAGES
RESULTING FROM BUSINESS INTERRUPTION, LOST DATA, OR TO BUSINESS AND/OR PERSONAL
REPUTATION, PERSONAL INJURY (INCLUDING DEATH) OR FAILURE TO MEET ANY DUTY OF
CARE, OR CLAIMS BY A THIRD PARTY ARISING FROM THIS AGREEMENT, EVEN IF FUTURE
CORPORATION AND ITS AFFILIATES AND/OR A FUTURE CORPORATION REPRESENTATIVE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS.
2.3.6 ONLINE ORDERING:
TO THE EXTENT PERMITTED BY APPLICABLE LAW YOU ACKNOWLEDGE AND AGREE WITH FUTURE
CORPORATION AND ITS AFFILIATES THAT IF YOU HAVE PURCHASED THE SOFTWARE LICENSE
USING AN ONLINE CART OR SERVICE PROVIDED BY FUTURE CORPORATION (NOTWITHSTANDING
WHO THE ONLINE SELLER IS OR THE TYPE OF LICENSE PURCHASED BY YOU) THAT AN
ACCOUNT SHALL BE CREATED FOR YOU ON YOUR BEHALF AND THE DETAILS OF THE PRODUCT
LICENSE AND PAYMENT INFORMATION THERETO SHALL BE SECURELY STORED ON OUR, OR OUR
SUPPLIER’S SERVERS, AND WHERE REQUIRED WITHIN YOUR JURISDICTION’S BORDERS; AND
EXCLUDING ANY CIRCUMSTANCE BEYOND THE REASONABLE CONTROL OF FUTURE CORPORATION
YOU WILL BE GRANTED ACCESS TO THIS ACCOUNT USING YOUR REGISTERED EMAIL ADDRESS
AND/OR USERNAME AND PASSWORD. YOU FURTHER AGREE THAT YOU WILL KEEP YOUR ACCOUNT
DETAILS UP TO DATE AT ALL TIMES. YOU FURTHER ACKNOWLEDGE THAT FUTURE
CORPORATION PROVIDES THE CUSTOMER PORTAL UPON WHICH YOUR ACCOUNT IS STORED AND
HAS ABSOLUTE CONTROL OF AND OVER THIS PLATFORM AND ANY BREACH BY YOU PURSUANT
TO THIS AGREEMENT MAY RESULT IN ACCESS TO YOUR ACCOUNT BEING RESTRICTED,
WITHDRAWN OR CANCELLED AT THE ABSOLUTE DISCRETION OF FUTURE CORPORATION OR ITS
AFFILIATES.
2.3.6.1 ONLINE ORDERING
DISPUTES: PURSUANT TO SECTION 2.3.6 (ABOVE) YOU FURTHER AGREE AND
ACKNOWLEDGE THAT FUTURE CORPORATION ACCEPTS A VALIDLY RECEIVED ORDER ONLINE AS
BONA FIDE AND WHERE MULTIPLE PURCHASERS FROM YOU ARE RECEIVED, EACH PURCHASE
SHALL BE CONSIDERED VALID AND PAYABLE IN FULL WHEN DUE AND/OR FALL DUE AND
UNLESS YOU HAVE REQUESTED A VALID REFUND UNDER III (ABOVE) FUTURE CORPORATION
SHALL BE UNDER NO OBLIGATION TO REFUND OR CANCEL YOUR LICENSE OR LICENSES. TO
AVOID ANY DOUBT WHERE YOU OR YOUR REPRESENTATIVE HAS USED AN ONLINE CART OR
SERVICE OR YOUR CUSTOMER ACCOUNT TO PURCHASE A SOFTWARE LICENSE OR LICENSES,
EVEN IF PURCHASED IN ERROR OR BY MISTAKE, YOU SHALL TAKE SOLE RESPONSIBILITY TO
PAY FOR YOUR LICENSE OR LICENSES IN FULL AND/OR FALL DUE.
2.3.6.2 COUPON CODES NO REFUND: Where a coupon code is available to apply a discount at a Future
Corporation online cart and has not been entered by you (the purchaser) for any
or no reason, Future Corporation nor its Affiliates shall not be required or
held liable to issue you a refund after the refund period as set forth under
III (above).
2.4 TRANSFER OF LICENSE
2.4.1 NO ASSIGNMENT OF LICENSE: You may not lease, rent, sell, sublicense, assign or transfer your
rights in this Software license, or authorize any part or component of the
Software to be copied onto another individual’s or legal entity’s computer
except as expressly permitted herein.
2.4.2 LICENSE TRANSFER TO THIRD PARTIES: You may, except for those restrictions in section 2.4.2.2 below, permanently
transfer all your rights under this License Agreement to another or third
party provided that: (a) you also transfer (i) this License Agreement; (ii) the
Software’s Serial, License, or Product or Customer number(s), and (iii) where
applicable the Software’s media including but not limited to discs and product
documentation provided by Future Corporation and its Affiliates, and all other
software or hardware bundled, packaged, downloaded or preinstalled with the
Software, including all copies, conversions, patches, service packs, upgrades,
updates and prior versions; and (iv) any and all Volume Licenses obtained with,
a part of or pertaining to this License; (b) you retain no copies, conversions,
patches, service packs, upgrades, updates and prior versions, including backups
and copies stored on a computer in your possession or control; and (c) you
Transfer your ownership of the Software License in the Software’s Customer
Portal and the receiving party acknowledges and accepts (i) said Transfer into
their name, and (ii) the terms and conditions of this License Agreement and any
other terms and conditions under which you purchased a valid License to or for
the Software.
Notice to Transferees:
It is the sole responsibility of the registered license owner of the Software
to correctly transfer their rights to a third party as set out in this section
(above). Future Corporation and its Affiliates shall not be held responsible or
liable for the registered licensee to fulfil their obligations under this
section to any third party.
2.4.2.1 FAILURE TO NOTIFY: Pursuant to section 2.4.2 (above) where the licensee fails for any
reason to properly notify Future Corporation of a transfer of the License
Agreement to a third party or that party refuses to accept the terms and
conditions of the License Agreement, that third party shall have no use rights
under the License Agreement until the registered licensee fulfils their
obligation under section 2.4.2 (above), notwithstanding any payment or other
consideration that third party has made to the registered licensee, their
liquidator or receiver.
2.4.2.2 THIRD PARTY RESTRICTIONS: Notwithstanding section 2.4.2 (above), you may not transfer
Academic, Education, Student and Teacher (Education Software), Beta,
Pre-Release, or Not For Resale (Beta Software), individual Volume Licenses
(unless all such Volume Licenses are wholly transferred pursuant to section
2.4.2 above), Demonstration, Evaluation, Free-Trial, or Try-Out (Demonstration
Software) copies or versions of the Software to another or third party.
2.4.3 LOST OR STOLEN: To
the extent permitted by applicable law, you acknowledge and agree that in the
event the Software, its media, the (i) Serial, (ii) Customer or Product number
are misplaced, stolen, damaged, destroyed or otherwise lost, Future Corporation
and its Affiliates shall be under no obligation to you, legal or otherwise, to
replace the Software, its media or provide any replacement activation or
registration numbers or hardware security device at any discounted rate or
amount, or in any way make good your loss.
2.4.4 LICENSE TRANSFER BETWEEN COMPUTERS: If you deactivate or deregister or entirely remove the copy of the
Software from the computer the Software is licensed to, as provided for in the
Software, Future Corporation grants you permission to transfer this License to
another computer or device that is in your possession or control. HOWEVER, YOU
ACKNOWLEDGE AND AGREE THAT IF FUTURE CORPORATION, OR THE SOFTWARE, OR A THIRD
PARTY UNDER SECTIONS 2.3, 2.3.1 AND 2.3.4 (ABOVE) DEEMS THAT AN UNAUTHORISED
COPY OR COPIES OF FUTURE CORPORATION SOFTWARE ON A COMPUTER OR COMPUTERS IS IN
YOUR POSSESSION OR CONTROL AND YOU FAIL TO DEACTIVATE OR DEREGISTER OR ENTIRELY
REMOVE THE UNAUTHORISED COPY OR COPIES OF THE SOFTWARE AS DIRECTED BY FUTURE CORPORATION
OR FAIL TO PROVIDE A REASONABLE EXPLANATION WITH SUFFICIENT EVIDENCE AS TO THE
PARTICULAR CIRCUMSTANCES WITHIN FOURTEEN (14) DAYS OF SUCH NOTICE, WHICH YOU
AGREE IS AT FUTURE CORPORATION’S ABSOLUTE DISCRETION TO EITHER (I) ACCEPT; OR
(II) REJECT, YOU WILL BE UNABLE TO USE THE SOFTWARE AND YOUR LICENSE SHALL BE
SUSPENDED UNTIL SUCH TIME AS YOU DEACTIVATE OR DEREGISTER OR REMOVE THE
UNAUTHORISED COPY OR COPIES OF THE SOFTWARE TO FUTURE CORPORATION’S
SATISFACTION. FURTHER, YOU ACKNOWLEDGE AND AGREE THAT (I) ANY SPECIAL,
CONSEQUENTIAL, ECONOMIC, INCIDENTAL, OR INDIRECT DAMAGES; OR (II) LOST PROFITS,
BUSINESS, REVENUE, GOODWILL, OR ANTICIPATED SAVINGS; OR (III) CLAIMS OR
LAWSUITS, INCLUDING ATTORNEY OR SOLICITOR FEES NOTWITHSTANDING ANY REASONABLE
AND MISTAKEN BELIEF OF FUTURE CORPORATION (WHICH SHALL NOT OF ITSELF GIVE RISE
TO ANY COUNTER-CLAIM BY YOU OR THIRD-PARTY), THAT ARISE OR RESULT FROM YOUR
FAILING TO DEACTIVATE OR DEREGISTER OR ENTIRELY REMOVE AN UNAUTHORISED OR
ILLEGAL COPY OF FUTURE CORPORATION SOFTWARE ON A COMPUTER OR COMPUTERS IN YOUR
POSSESSION OR CONTROL, SO FAR AND TO THE EXTENT APPLICABLE LAW ALLOWS, IS
SOLELY ASSUMED BY YOU.
2.4.4.1 FUTURE CORPORATION REMEDY FOR BREACH: IN THE EVENT THAT FUTURE CORPORATION, ITS AFFILIATES AND/OR ITS
SUPPLIERS HAS EVIDENCE OR DEEMS (IN ITS ABSOLUTE DISCRETION) THAT YOU HAVE AN
UNAUTHORISED OR ILLEGAL COPY OF FUTURE CORPORATION SOFTWARE ON A COMPUTER OR
COMPUTERS IN YOUR POSSESSION OR CONTROL AS SET FORTH IN SECTION 2.4.4 (ABOVE)
AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, FUTURE CORPORATION, ITS
AFFILIATES AND/OR ITS SUPPLIERS SHALL BE ENTITLED TO TAKE SUCH ACTION AS THEY
SEE FIT, INCLUDING BUT NOT LIMITED TO (I) ISSUING YOU A WRITTEN CEASE AND
DESIST DEMAND, AND/OR (II) IMMEDIATELY BLOCKING ACCESS TO ANY OR ALL ONLINE
SERVICES, REMOTELY DEACTIVATING OR DEREGISTERING THE SOFTWARE, AND/OR (III)
REFUSAL TO PERMIT FURTHER ACTIVATIONS OR REGISTRATIONS AND TEMPORARILY OR
PERMANENTLY TERMINATING YOUR ACCOUNT WITH FUTURE CORPORATION AND ITS
AFFILIATES, AND/OR (IV) DISCLOSING SUCH INFORMATION (INCLUDING YOUR IDENTITY)
TO RELEVANT AUTHORITIES AND/OR ANY PERSON OR ENTITY THAT HAS THE LEGAL RIGHT TO
SUCH INFORMATION, AND/OR (V) TAKING LEGAL ACTION AGAINST YOU TO RECOVER ANY AND
ALL LOSSES INCURRED BY FUTURE CORPORATION INCLUDING BUT NOT LIMITED TO APPLYING
TO A COURT OF COMPETENT JURISDICTION FOR URGENT INJUNCTIVE RELIEF WITHOUT THE
NEED FOR POSTING A BOND.
2.5 OUTPUT AND SAMPLE FILES
2.5.1 SAMPLE FILES: Unless
stated otherwise in the Software’s documentation, which may include specific
rights and restrictions with respect to such materials, you may display,
modify, reproduce, and distribute any of the Sample Files. However, unless you
substantially modify the Sample Files you may not advertise, distribute, pass-off
or sell the Sample Files as your own work or works.
2.5.2 OUTPUT FILES: Unless
permitted by applicable law Output Files including any third party File Formats
(producible from the Software) and Fonts regardless of type or format
(producible from the Software) shall not be used in the production of
defamatory, fraudulent, lewd, libellous, obscene, pornographic or any terrorism
related material(s) or any material that infringes upon any third party
Intellectual Property rights or in any otherwise unlawful or manner. See
important and further terms and conditions that affect this paragraph in
section 2.5.5 (below).
2.5.3 USE OF COPYRIGHT AND TRADEMARKS: Unless it is an original work produced by you, or you are
permitted by applicable law to import into the Software and/or design and/or
create using the Software, you may not claim, disseminate and/or benefit
from any intellectual property rights including but not limited to any
copyright and/or trademark rights in the Output Files or derivative works
thereof including any third party File Formats (producible from the Software)
and Fonts regardless of type or format (producible from the Software) without
the express permission from the lawful owner of such copyright material(s) or
trademark(s) or otherwise intellectual property owner(s). See important and
further terms and conditions that affect this paragraph in section 2.5.5 below.
2.5.4 SECURITY-1: INFORMATION RIGHTS AND USE
MANAGEMENT: The Software may
contain a feature known as Security-1 or S1 that allows you to install the
software onto highly secured and/or secret networks, password protect the
software from unauthorised access or use and to create content that cannot be
printed, copied, sent to, used, or otherwise modified by another or third party
without your permission and that may be encrypted using strong encryption. YOU
HEREBY REPRESENT AND WARRANT TO FUTURE CORPORATION THAT YOU ARE LAWFULLY
PERMITTED TO POSSESS AND USE SECURITY-1 WITH SUCH ENCRYPTION CAPABILITIES
WITHIN YOUR JURISDICTION AND WARRANT TO INDEMNIFY FUTURE CORPORATION AGAINST
ANY AND ALL CLAIMS OR DEMANDS RESULTING FROM SUCH USE, POSSESSION OF, OR
APPLICATION OF SECURITY-1 OR S1 WHATSOEVER, AS FURTHER SET FORTH
IN SECTION 2.5.5 BELOW.
2.5.5 INDEMNIFICATION: PURSUANT
TO SECTIONS 2.5.2, 2.5.3 AND 2.5.4 (ABOVE) YOU AGREE TO INDEMNIFY, HOLD
HARMLESS AND DEFEND FUTURE CORPORATION, ITS AFFILIATES AND OR ITS SUPPLIERS
FROM AND AGAINST ANY LOSS, DAMAGE, CLAIMS OR LAWSUITS, INCLUDING LEGAL FEES (ON
AN ATTORNEY/SOLICITOR AND OWN CLIENT BASIS), THAT ARISE OR RESULT FROM THE
APPLICATION, USE OR DISTRIBUTION OF YOUR OUTPUT FILES INCLUDING ANY THIRD PARTY
FILE FORMATS (PRODUCIBLE FROM THE SOFTWARE), FONTS REGARDLESS OF TYPE
(PRODUCIBLE FROM THE SOFTWARE) AND THE POSSESSION, IMPLEMENTATION AND USE OF
SECURITY-1 OR S1.
2.5.6 IMPORT AND EXPORT RESTRICTIONS: Pursuant to this Agreement including but not limited to any Output files
or other materials created from or in conjunction with the Software you
acknowledge and agree with Future Corporation and its Affiliates to comply with
all applicable Export and Import and/or Customs laws and regulations applicable
to you and under Part III (below) for any additional terms and conditions that
may apply to your jurisdiction.
2.5.7 WARNING: (1)
FUTURE CORPORATION SOFTWARE AND GOODS ARE NOT DESIGNED WITH COMPONENTS AND
TESTING FOR A LEVEL OF RELIABILITY SUITABLE FOR USE IN OR IN CONNECTION WITH
NUCLEAR OR SCIENTIFIC OR LIKE FACILITIES THAT INVOLVE HIGH-RISK AND/OR
DANGEROUS ACTIVITIES, SURGICAL IMPLANTS OR AS CRITICAL COMPONENTS IN ANY LIFE
SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE EXPECTED TO CAUSE
SIGNIFICANT INJURY TO A PERSON OR PERSONS AND/OR TO A POPULATION; AND (2) IN
ANY APPLICATION, INCLUDING THE ABOVE, RELIABILITY OF OPERATION OF FUTURE
CORPORATION SOFTWARE CAN BE IMPAIRED BY ADVERSE FACTORS, INCLUDING BUT NOT
LIMITED TO FLUCTUATIONS IN ELECTRICAL POWER SUPPLY, COMPUTER HARDWARE
MALFUNCTIONS, COMPUTER OPERATING SYSTEM SOFTWARE FITNESS, FITNESS OF COMPILERS
AND DEVELOPMENT SOFTWARE USED TO DEVELOP AN APPLICATION, INSTALLATION ERRORS,
SOFTWARE AND HARDWARE COMPATIBILITY PROBLEMS, MALFUNCTIONS OR FAILURES OF
ELECTRONIC MONITORING OR CONTROL DEVICES, TRANSIENT FAILURES OF ELECTRONIC
SYSTEMS (HARDWARE AND/OR SOFTWARE), UNANTICIPATED USES OR MISUSES, OR ERRORS ON
THE PART OF THE USER OR APPLICATIONS DESIGNER (ADVERSE FACTORS SUCH AS THESE
ARE HEREAFTER COLLECTIVELY TERMED "SYSTEM FAILURES"). ANY APPLICATION
WHERE A SYSTEM FAILURE WOULD CREATE A RISK OF HARM TO PROPERTY OR PERSONS
(INCLUDING THE RISK OF BODILY INJURY AND DEATH) SHOULD NOT BE RELIANT SOLELY UPON
ONE FORM OF ELECTRONIC SYSTEM DUE TO THE RISK OF SYSTEM FAILURE. TO AVOID
DAMAGE, INJURY, OR DEATH, THE USER OR APPLICATION DESIGNER MUST TAKE ALL
REASONABLE STEPS TO PROTECT AGAINST SYSTEM FAILURES, INCLUDING BUT NOT LIMITED
TO BACK-UP OR SHUT DOWN MECHANISMS. BECAUSE EACH END-USER SYSTEM IS CUSTOMIZED
AND DIFFERS FROM FUTURE CORPORATION’S TESTING PLATFORMS AND BECAUSE A USER OR
APPLICATION DESIGNER MAY USE FUTURE CORPORATION SOFTWARE AND/OR GOODS IN
COMBINATION WITH OTHER PRODUCTS IN A MANNER NOT EVALUATED OR CONTEMPLATED BY
FUTURE CORPORATION, THE USER OR APPLICATION DESIGNER IS ULTIMATELY RESPONSIBLE
FOR VERIFYING AND VALIDATING THE SUITABILITY OF FUTURE CORPORATION SOFTWARE
AND/OR GOODS WHENEVER SUCH SOFTWARE AND/OR GOODS ARE INCORPORATED IN A SYSTEM
OR APPLICATION, INCLUDING, WITHOUT LIMITATION, THE APPROPRIATE DESIGN, PROCESS
AND SAFETY LEVEL OF SUCH SYSTEM OR APPLICATION.
2.6 NEW SOFTWARE: UPDATES AND UPGRADES
2.6.1 UPDATES, UPGRADES, PLUGINS AND SNAP-INS: You acknowledge that Future Corporation may, but is under no
obligation to, from time to time provide you with additional features,
functions, patches, service packs, updates or other similar files related to
the Software (referred collectively herein as “Updates”). In addition to
Updates, you acknowledge that Future Corporation may, but is under no
obligation to, produce additional plugins, snap-ins, and/or conversions, or
other similar files related to the Software available for you in the form of a
version upgrade to purchase at your discretion, (referred collectively herein
as “Upgrades”). You acknowledge and agree that Future Corporation need not
provide you with advance notice of any such Updates and/or Upgrades.
2.6.2 MANDATORY PREREQUISITE: To obtain and use an Update or Upgrade for the Software, you must
first be Licensed to use the Software that is eligible for an Update or Upgrade
and you acknowledge and agree with Future Corporation this License Agreement
takes the place of any prior License Agreement for the Software you obtained
the Update or Upgrade for which shall not be revoked or set back by removing or
uninstalling such Update or Upgrade.
2.6.3 LIVE UPDATE AND SERVICE PACKS: Pursuant to sections 2.6.1 and 2.6.2 (above) Future Corporation
provides Updates as an Internet-based service commonly referred to as “Live
Update” or a “Service Pack” for use with the Software. Except as otherwise
noted in materials accompanying these services and, in the Software, Future
Corporation may modify the Live Update and/or Service Pack process/technology
and/or change or cancel these services at any time Future Corporation sees fit
without notice. By using Live Update and/or Service Packs to the extent allowed
by applicable law, you consent to the transmission of this information and you
agree: (i) to be responsible for your Internet service provider fees,
telecommunications and all other charges that may apply as a result of using
Live Update and/or Service Packs; and (ii) all risk of damage to the Software
during transmission and download is assumed by you. If you do not agree with
the above terms and conditions, do not use Live Update.
2.6.4 USE OF UPDATES AND UPGRADES: After you install Updates or Upgrades, you may not continue to use
any previous version of the Software you applied such Updates or Upgrades to
and acknowledge and agree with Future Corporation that (i) Updates or Upgrades
and all previous versions are installed on the same computer unless properly
transferred pursuant to section 2.4.4 (above); and (ii) the previous versions
or copies thereof are not assignable or transferable to another or third party;
and (iii) you acknowledge that any obligation Future Corporation may have to
support the previous version(s) may cease upon the availability of Updates or
installation of Upgrades; and (iv) No further use of the previous version(s) is
permitted after installation of Updates or Upgrades; and (v) Future Corporation
may reissue you with another PSN or SLN and cancel, deactivate or unregister
your original number; and (vi) Updates and Upgrades may be licensed to you by
Future Corporation with additional terms and conditions in addenda to this
License Agreement.
2.6.4.1 RESALE OF PREVIOUS OR EARLIER SOFTWARE
LICENSE(S): Pursuant to section 2.6.4
(above) and to avoid any doubt you hereby agree and acknowledge with Future
Corporation that you are not permitted to and shall not sell, relicense,
sublicense, assign, give away, or transfer any previous or earlier software
license that has been subsequently upgraded to a higher version by you.
2.7 RESTRICTIONS
2.7.1 NOTICES:
You may not copy and/or make copies of the Software except as set forth in
section 2.1.6 (above). Any permitted copy of the Software that you make must
contain the same copyright and other proprietary Future Corporation notices
that appear on or in the Software.
2.7.2 NO MODIFICATIONS: YOU
MAY NOT (I) MODIFY, ADAPT OR TRANSLATE THE SOFTWARE, (II) DECOMPILE,
DISASSEMBLE, REVERSE ENGINEER OR OTHERWISE ATTEMPT TO DISCOVER THE SOURCE CODE
OF THE SOFTWARE, (III) MODIFY THE SOFTWARE OR MERGE ALL OR ANY PART OF THE
SOFTWARE WITH ANOTHER PRODUCT OR PROGRAM, (IV) IF APPLICABLE, ATTEMPT TO, OR
CIRCUMVENT THE ACTIVATION AND/OR THE REGISTRATION MECHANISMS, AND/OR THE
HARDWARE SECURITY DEVICE, EXCEPT AS PERMITTED IN SECTIONS 7.5.1 THROUGH 7.5.12
AND TO THE EXTENT YOU MAY BE EXPRESSLY PERMITTED UNDER APPLICABLE LAW TO
DECOMPILE ONLY IN ORDER TO ACHIEVE INTEROPERABILITY WITH THE SOFTWARE.
2.7.3 NO UNBUNDLING: The
Software may include various applications, components, modules, other software
titles, plugins, snap-ins, and utilities and may be provided to you on multiple
and various media or in multiple copies. Notwithstanding this, the Software is
produced and intended to be used as a single product on a single computer or up
to your Permitted Number of compatible Computers as set out at the Software’s website,
or under a valid Volume License Agreement with Future Corporation and its
Affiliates. You are not required to use or install all parts of the Software;
however, you may not unbundle any part of the Software for use on different
computers. You may not unbundle and/or repackage the Software for distribution,
transfer, or resell to a third party.
2.8 LIMITED WARRANTY: FUTURE CORPORATION WARRANTS TO THE INDIVIDUAL OR LEGAL ENTITY THAT FIRST
PURCHASES A LICENSE FOR THE SOFTWARE FOR USE PURSUANT TO THE TERMS OF THIS
LICENSE AGREEMENT THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE
WITH THE SOFTWARE’S PUBLISHED FUNCTIONALITY AND WILL BE FREE FROM DEFECT IN
MATERIALS AND WORKMANSHIP FOR NINETY (90) DAYS FROM THE DATE OF PURCHASE ONLY
WHEN USED WITH THE SUPPORTED OPERATING SYSTEMS LISTED HEREIN, FIRMWARE AND
HARDWARE CONFIGURATION FOR THE SOFTWARE AS SET OUT IN THE SOFTWARE’S
DOCUMENTATION AND/OR AT THE SOFTWARE’S WEBSITE.
2.8.1 EXCLUSIONS FROM WARRANTY: THIS LIMITED WARRANTY DOES NOT APPLY TO: (1) BETA, DEMONSTRATION,
EVALUATION, EXTRAS, FREE-TRIAL, PRE-RELEASE, PRODUCT SAMPLER, TRY-OUT, SDK,
USED (SECOND-HAND), OR NOT FOR RESALE VERSIONS OF THE SOFTWARE OR FUTURE
CORPORATION ONLINE SERVICES, FUTURE CORPORATION TECHNICAL SUPPORT OR HELP,
FUTURE CORPORATION LIVE UPDATE, FUTURE CORPORATION INTERNET SITES OR ANY OTHER
RELATED FUTURE CORPORATION PRODUCT OR SERVICE; AND/OR (2) COMPATIBILITY AND/OR
COMPLIANCE, USE OF OR WITH ANY THIRD PARTY SOFTWARE OR HARDWARE INCLUDING BUT
NOT LIMITED TO (I) SOFTWARE FILES AND/OR FORMATS, OR; (II) CNC MACHINES,
PLOTTERS, LARGE/WIDE FORMAT PRINTERS, PRINTERS, VINYL CUTTERS, OR ANY OTHER
ELECTRONIC DEVICES; AND/OR (III) PROBLEMS CAUSED BY: (I) YOUR ACTS OR OMISSIONS
(FAILURES TO ACT); AND/OR (II) THE ACTS OF OTHERS (INCLUDING THIRD PARTIES);
AND/OR (III) MALICIOUS SOFTWARE (INCLUDING BUT NOT LIMITED TO MALWARE, TROJANS,
VIRUSES OR WORMS); AND/OR (IV) INCORRECTLY OR IMPROPERLY CONFIGURED THIRD PARTY
FIRMWARE OR SOFTWARE (INCLUDING BUT NOT LIMITED TO THE OPERATING SYSTEM, ANTIVIRUS
AND/OR ANY INTERNAL OR EXTERNAL NETWORK); AND/OR (V) ANY EVENT BEYOND FUTURE
CORPORATION’S REASONABLE CONTROL. FURTHER YOU ACKNOWLEDGE AND AGREE THAT
INSUBSTANTIAL OR MINOR VARIATION OF PERFORMANCE FROM THE SOFTWARE’S PUBLISHED
FUNCTIONALITY OR YOUR INABILITY TO CORRECTLY USE THE SOFTWARE OR OPERATING
SYSTEM (COMPUTER ILLITERACY) DOES NOT ON ITS OWN ESTABLISH A WARRANTY RIGHT OR
CLAIM.
2.8.1.1 NO GUARANTEE: FUTURE CORPORATION, ITS AFFILIATES, AND ITS SUPPLIERS DO NOT GUARANTEE
OR WARRANT THAT THE SOFTWARE OR EXTRAS WILL (I) SATISFACTORILY WORK WITH,
OUTPUT TO, READ FROM, CONTROL, COMMUNICATE WITH OR OTHERWISE OPERATE ANY MAKE
AND/OR MODEL OF COMPUTER, CNC MACHINE, PLOTTER, LARGE/WIDE FORMAT PRINTER,
PRINTER, VINYL CUTTER, OR ANY OTHER ELECTRONIC DEVICE, OR (II) SATISFACTORILY
IMPORT OR EXPORT TO ANY THIRD PARTY FILE FORMAT.
2.8.2 REMEDY FOR BREACH OF WARRANTY: FUTURE CORPORATION WILL REPAIR OR REPLACE THE SOFTWARE AT NO
CHARGE. IF FUTURE CORPORATION CANNOT REPAIR OR REPLACE IT, FUTURE CORPORATION
WILL REFUND THE AMOUNT SHOWN ON YOUR RECEIPT FOR THE SOFTWARE. FUTURE
CORPORATION WILL ALSO REPAIR OR REPLACE PATCHES, SERVICE PACKS, UPDATES,
UPGRADES AND CONVERSION SOFTWARE AT NO CHARGE. IF FUTURE CORPORATION CANNOT
REPAIR OR REPLACE THEM, IT WILL REFUND THE AMOUNT YOU PAID FOR THEM, IF ANY.
YOU MUST UNINSTALL AND WHERE APPLICABLE DEACTIVATE AND/OR DEREGISTER THE
SOFTWARE AND RETURN ANY MEDIA AND OTHER ASSOCIATED MATERIALS INCLUDING THE
HARDWARE SECURITY DEVICE (IF APPLICABLE) TO FUTURE CORPORATION WITH PROOF OF
PURCHASE TO OBTAIN A REFUND. THESE ARE YOUR ONLY REMEDIES FOR BREACH OF THE
LIMITED WARRANTY.
2.8.3 AUSTRALIAN CONSUMER RIGHTS NOT AFFECTED: THE SOFTWARE COMES WITH GUARANTEES THAT CANNOT BE EXCLUDED UNDER
THE AUSTRALIAN CONSUMER LAW. YOU ARE ENTITLED TO A REPLACEMENT OR REFUND FOR A
MAJOR FAILURE AND FOR COMPENSATION FOR ANY OTHER REASONABLY FORESEEABLE LOSS OR
DAMAGE SUBJECT TO SECTION 2.10.1 (BELOW). YOU ARE ALSO ENTITLED TO HAVE THE
GOODS REPAIRED OR REPLACED IF THE GOODS FAIL TO BE OF ACCEPTABLE QUALITY AND
THE FAILURE DOES NOT AMOUNT TO A MAJOR FAILURE. OUR SOFTWARE PRODUCTS ALSO COME
WITH NINETY (90) DAY LIMITED WARRANTY GIVEN BY FUTURE CORPORATION, AS SET OUT IN THE
AGREEMENT. IF YOUR PRODUCTS DO NOT PROVIDE THE GENERAL FEATURES AND FUNCTIONS
DESCRIBED IN THE USER DOCUMENTATION IN THE NINETY (90) DAY PERIOD AFTER
DELIVERY TO YOU, PLEASE CONTACT FUTURE SUPPORT AT: https://future.support/.
WITH DETAILS OF THE SOFTWARE’S NAME, PSN, SLN OR HARDWARE SERIAL NUMBER, AND
PROOF OF PURCHASE. THE BENEFITS UNDER THIS WARRANTY ARE IN ADDITION TO OTHER
RIGHTS AND REMEDIES THAT YOU MAY HAVE UNDER AUSTRALIAN CONSUMER LAW.
2.8.3.1 NON-AUSTRALIAN CONSUMER RIGHTS NOT AFFECTED: YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR JURISDICTION, WHICH
THIS AGREEMENT CANNOT CHANGE, SEE SECTION 8 FOR SPECIFIC PROVISIONS RELATED TO
OTHER JURISDICTIONS WHICH MAY BE APPLICABLE TO YOU.
2.8.4 WARRANTY PROCEDURES: ALL
WARRANTY CLAIMS MUST BE MADE, ALONG WITH PROOF OF PURCHASE, TO OUR CUSTOMER
SUPPORT DEPARTMENT WITHIN THE NINETY (90) DAY PERIOD AT https://future.support/.
2.9 DISCLAIMER: THE
FOREGOING LIMITED WARRANTY IS THE ONLY WARRANTY MADE BY FUTURE CORPORATION AND
ITS AFFILIATES AND STATES THE SOLE AND EXCLUSIVE REMEDIES FOR FUTURE
CORPORATION, ITS AFFILIATES’, AND ITS SUPPLIERS’ BREACH OF WARRANTY. EXCEPT FOR
THE FOREGOING LIMITED WARRANTY AND FOR ANY WARRANTY, CONDITION, REPRESENTATION
OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR
LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE SOFTWARE IS PROVIDED
ON AN AS-IS BASIS, WITHOUT ANY OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS OR
TERMS, EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, COURSE OF DEALING,
CUSTOM, EQUITY, USAGE, OR UNDER ANY THEORY OF LAW, OR OTHERWISE AS TO ANY
MATTER, INCLUDING, BUT NOT LIMITED TO PERFORMANCE, SECURITY, WARRANTIES OF
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, QUIET ENJOYMENT,
MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. FUTURE CORPORATION AND ITS AFFILIATES DO NOT AND CANNOT
WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE. THE
ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY
YOU. WHERE ANY NON-EXCLUDABLE TERMS ARE IMPLIED INTO THIS LICENSE BY OPERATION
OF LAW, TO THE EXTENT PERMISSIBLE BY LAW, FUTURE CORPORATION LIMITS ITS
LIABILITY TO, AT ITS ABSOLUTE DISCRETION, THE REPAIR OR REPLACEMENT OF THE
GOODS, THE RE-SUPPLY OF EQUIVALENT GOODS, OR THE COST THEREOF. THIS DISCLAIMER
OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS, SEE SECTION 8 FOR SPECIFIC
PROVISIONS RELATED TO OTHER JURISDICTIONS WHICH MAY BE APPLICABLE TO YOU.
2.10 LIMITATION OF LIABILITY: EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE, IN NO EVENT WILL FUTURE
CORPORATION AND ITS AFFILIATES BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS
OR COSTS WHATSOEVER INCLUDING ANY SPECIAL, CONSEQUENTIAL, INDIRECT, ECONOMIC OR
INCIDENTAL DAMAGES, LOST TIME, LOST PROFITS OR LOST SAVINGS, ANY DAMAGES
RESULTING FROM BUSINESS INTERRUPTION, LOST DATA, OR TO BUSINESS AND/OR PERSONAL
REPUTATION, PERSONAL INJURY (INCLUDING DEATH) OR FAILURE TO MEET ANY DUTY OF
CARE, OR CLAIMS BY A THIRD PARTY ARISING FROM THIS AGREEMENT, EVEN IF FUTURE
CORPORATION AND ITS AFFILIATES AND/OR A FUTURE CORPORATION REPRESENTATIVE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE
FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY
APPLICABLE LAW IN YOUR JURISDICTION. FUTURE CORPORATION’S AGGREGATE LIABILITY
AND THAT OF ITS AFFILIATES AND ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS
AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF ANY. THIS
LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL, MATERIAL OR SERIOUS
BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.
FUTURE CORPORATION IS ACTING ON BEHALF OF ITS AFFILIATES AND ITS SUPPLIERS FOR
THE PURPOSE OF DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS, WARRANTIES AND
LIABILITY WITH RESPECT TO THIS LICENSE ONLY AND FOR NO OTHER PURPOSE OR
RESPECT. THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN SOME JURISDICTIONS,
SEE SECTION 8 FOR SPECIFIC PROVISIONS RELATED TO OTHER JURISDICTIONS WHICH MAY
BE APPLICABLE TO YOU.
2.10.1 YOUR RESPONSIBILITY TO ACT REASONABLY: IN ADDITION TO SECTION 2.10 (ABOVE) WHICH IN NO WAY IS ALTERED BY THIS
SECTION 2.10.1, YOU ACKNOWLEDGE AND AGREE WITH FUTURE CORPORATION AND
ITS AFFILIATES THAT YOU SHALL TAKE ALL REASONABLE MEASURES AND/OR STEPS TO
AVOID AND REDUCE DAMAGES AND/OR LOSSES, BY (I) MAKING A BACK-UP COPY OF THE
SOFTWARE, AND ITS COMPUTER DATA AND THE SOFTWARE’S OUTPUT FILES (YOUR WORKS),
AND (II) KEEPING THE SOFTWARE UPDATED ON A REGULAR BASIS, AND (III) ENSURING
YOUR COMPUTER’S OPERATING SYSTEM REMAINS UP TO DATE, AND (IV) KEEPING YOUR
COMPUTER FREE OF ANY MALICIOUS SOFTWARE, AND (V) HAVING ACCESS TO THE INTERNET
WHEN USING THE SOFTWARE, AND (VI) MAKING YOUR LICENSES PAYMENTS ON TIME (IF
APPLICABLE).
2.11 LIMITED INDEMNITY
AGAINST INFRINGEMENT
2.11.1 WITHIN AUSTRALIAN JURISDICTION: Excluding all content files Future Corporation shall, at
its own expense, defend any litigation resulting from licensing of the Software
to the extent that such litigation alleges that the Software or any part
thereof infringes any Australian patent, copyright, or trademark, provided (i)
that such claim does not arise from the use of the Software in combination with
equipment or devices not manufactured by Future Corporation or from
modification of the Software; and (ii) such allegation is not frivolous,
vexatious and/or has doubtful or no legal merit; and (iii) further provided
that you notify Future Corporation by registered mail within fourteen
(14) days upon your obtaining notice of such claim or impending court hearing
and cooperate fully with Future Corporation in preparing a defence. If (i) you
provide to Future Corporation the authority, assistance, and information Future
Corporation needs to defend or settle such claim; and (ii) you have not
intentionally, knowingly or otherwise with constructive knowledge used or
applied the Software in any way to infringe another or third party's rights
and/or intellectual property; and (iii) you have not used the Software in any
way contrary to law; and (iv) you have not in any way acted in bad faith and/or
remained wilfully blind to any unlawful conduct or behaviour pursuant to this
section. Future Corporation will pay any final award of damages in such suit
and any reasonable expenses you incur at Future Corporation’s written request,
but Future Corporation shall not be liable for a settlement made without its
prior written consent. If the Software is held by a court of competent
jurisdiction to be infringing and the use thereof is enjoined, Future
Corporation shall, at its option and absolute discretion, either: (i) procure
for you the right to use the Software; or (ii) replace the Software with other
Software which does not constitute infringement; or (iii) remove the infringing
Software and refund the payment(s) or fees made thereupon by you. This is your
sole remedy for, and Future Corporation’s entire liability and responsibility
for, infringement of any third party intellectual property rights within
Australian jurisdiction relating to the software that has been provided
hereunder to, you. This limited indemnity is in lieu of any other statutory or
implied warranty against infringement.
2.11.2 OUTSIDE AUSTRALIAN JURISDICTION: Excluding all content files and while Future Corporation
takes all reasonable steps to ensure that its Software does not infringe any
patent, copyright, trademark or similar Intellectual property outside
Australian jurisdiction (collectively in this section "Intellectual
Property") Future Corporation cannot guarantee that its Software does not
infringe any Intellectual Property beyond its reasonable knowledge and to the
extent permitted by applicable law you shall assume all risk and liability when
importing Future Corporation Software into your jurisdiction and hereby warrant
to Future Corporation that you shall not import such Software in the knowledge
(actual or constructive) of any such infringement of any third
party's Intellectual Property and you acknowledge that such importation
shall be in material breach of this License. However, where Future Corporation
Software has been imported innocently into your jurisdiction, by you or an
Affiliate that you purchased a License from, that on sound legal theory
(corroborated by at least two independent legal practitioners of that
jurisdiction) procured at your cost, that in their professional opinion
may or does infringe another or third party's Intellectual Property and
you advise Future Corporation by registered mail within thirty (30) days
of becoming aware of such potential infringement and provided (i) you have not
intentionally, knowingly or otherwise with constructive knowledge used or
applied the Software in any way to infringe another or third party's rights
and/or Intellectual Property; and (ii) you have not used the Software in any
way contrary to law; and (iii) you have not in any way acted in bad faith
and/or remained wilfully blind to any unlawful conduct or behaviour pursuant to
this section. Future Corporation shall, at its option and absolute discretion,
either: (i) procure for you the right to use the Software; or (ii) replace the
Software with other Software which does not constitute infringement; or (iii)
remove the infringing Software and refund the payment(s) or fees made thereupon
by you. This is your sole remedy for, and Future Corporation’s entire liability
and responsibility for, infringement of any third-party intellectual property
rights outside Australian jurisdiction relating to the software that has been
imported, by or provided hereunder to, you. This limited indemnity is in lieu
of any other statutory or implied warranty against infringement.
2.12 CONTENT FILES:
You acknowledge and agree that although Future Corporation takes all reasonable
steps to ensure that the content files, do not infringe any patent, copyright,
trademark or similar Intellectual Property Future Corporation provides these
files to you for demonstration and training purposes only and cannot and
does not guarantee or warrant that the content files do not infringe any
Intellectual Property, and to the extent permitted by applicable law Future
Corporation and its Affiliates hereby disclaim any and all liability for the
provision of the content files to you and/or any use thereof and you agree to
assume all risk and liability when incorporating the content files into your
work(s), or output file(s) and shall hold Future Corporation and its Affiliates
harmless from and against any and all claims, actions, suits, proceedings,
costs, expenses, damages, liabilities, including legal fees (on an attorney or
solicitor and own client basis) arising out of, connected with, or resulting from
any such use of the content files.
2.12.1 USE OF CONTENT FILES: Where you have incorporated the content files into your work
and/or output files and a third party claims the work is an infringement that
on sound legal theory (corroborated by at least two independent legal
practitioners of that jurisdiction) procured at your cost, that is likely to or
does in their professional opinion infringe that third
party's Intellectual Property and you advise Future Corporation by
registered mail within thirty (30) days of becoming aware of such potential
infringement and provided (i) you have not intentionally, knowingly or
otherwise with constructive knowledge used or incorporated the content files in
any way to infringe another or third party's rights and/or Intellectual
Property; and (ii) you have not used the content files in any way contrary to
law; and (iii) you have not in any way acted in bad faith and/or remained
wilfully blind to any unlawful conduct or behaviour pursuant to this section.
Future Corporation shall, at its option and absolute discretion, either: (i)
procure for you the right to use the content file or files; or (ii) replace the
content file or files and/or the Software with other content files and/or
Software (that is reasonably interchangeable) which does not constitute
infringement; or (iii) remove the infringing content file or files and (a)
refund the payment(s) or fees, if any, made thereupon by you for such content
file or files or (b) to an amount of no more than USD$100, whichever is the
lesser of the two. This is your sole remedy for, and Future Corporation’s
entire liability and responsibility for, infringement of any third party
intellectual property rights relating to the content files that have been
provided hereunder to, you. This limited indemnity is in lieu of any other
statutory or implied warranty against infringement.
2.13 CORPORATE LOGOS: THE
USE OF, OR INCORPORATION OF ANY LOGO, MARK, MOTIF, OR REGISTERED TRADEMARK
(HEREAFTER “CORPORATE LOGO OR LOGOS”) IS ABSOLUTELY LIMITED TO WRITTEN
AUTHORISATION FROM THE RIGHTFUL AND/OR REGISTERED OWNER IN ANY JURISDICTION
THEREOF AND UNDER ANY TERMS AND CONDITIONS AS SET FORTH BY THE OWNER THERETO
WITHOUT ANY EXCEPTION. YOU ACKNOWLEDGE AND AGREE WITH FUTURE CORPORATION AND
ITS AFFILIATES THAT IF AVAILABLE IN YOUR JURISDICTION YOU SHALL NOT USE,
INCORPORATE, MODIFY OR IN ANY WAY CHANGE OR ALTER ANY CORPORATE LOGO WITHOUT
THE WRITTEN PERMISSION AND AUTHORISATION FROM THE RIGHTFUL AND/OR REGISTERED
OWNER THEREOF, OF WHICH IT IS YOUR SOLE RESPONSIBILITY TO PROCURE AT YOUR OWN
COST AND RISK. YOU FURTHER AGREE THAT YOU ASSUME ALL RISK AND LIABILITY
(INCLUDING PERSONAL LIABILITY) WHEN INCORPORATING ANY CORPORATE LOGO INTO ANY
OF YOUR WORK(S) AND/OR OUTPUT FILES AND SHALL HOLD FUTURE CORPORATION AND ITS
AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, SUITS,
PROCEEDINGS, COSTS, EXPENSES, DAMAGES, LIABILITIES, INCLUDING LEGAL FEES (ON AN
ATTORNEY OR SOLICITOR AND OWN CLIENT BASIS) ARISING OUT OF, CONNECTED WITH, OR
RESULTING FROM YOUR USE OR INCORPORATION OF ANY CORPORATE LOGO INTO YOUR
WORK(S), OR OUTPUT FILE(S).
2.13.1 CORPORATE LOGOS DISCLAIMER: CORPORATE LOGOS ARE ONLY AVAILABLE IN SOME JURISDICTIONS AND
FUTURE CORPORATION AND ITS AFFILIATES DO NOT WARRANT OR GUARANTEE AVAILABILITY
IN YOUR JURISDICTION (NOTE: CORPORATE LOGOS ARE NOT AVAILABLE IN
AUSTRALIA OR THE EUROPEAN UNION). WHERE CORPORATE LOGOS ARE PROVIDED IN YOUR
JURISDICTION OR HAVE BEEN IMPORTED BY YOU (WITH OR WITHOUT PERMISSION), FUTURE
CORPORATION AND ITS AFFILIATES DO NOT WARRANT THE ACCURACY, MERCHANTABILITY OR
FITNESS FOR PURPOSE OF ANY CORPORATE LOGO AND YOU ASSUME ALL RISK AND LIABILITY
WHEN USING OR INCORPORATING ANY CORPORATE LOGO INTO YOUR WORK(S) AND/OR OUTPUT
FILES. ABSOLUTELY NO RIGHTS TO USE OR INCORPORATE CORPORATE LOGOS WITH OR USING
THE SOFTWARE ARE GRANTED TO YOU BY FUTURE CORPORATION AND ITS AFFILIATES. TO
AVOID ANY DOUBT NO UNAUTHORISED, UNLAWFUL, OR IMPROPER USE OF ANY INCLUDED OR
IMPORTED CORPORATE LOGO USING THE SOFTWARE BY YOU IS PERMITTED.
3. GENERAL PROVISIONS
3.1 COMPLIANCE WITH LICENSES: You acknowledge and agree that upon request from Future Corporation, or
the Affiliate that you or the first user obtained this License from that you
will within a reasonable time but no more than thirty (30) days fully document
and certify that use of all Future Corporation software at the time of the
request is in conformity with your valid Licenses from Future Corporation.
3.1.1 COMPLIANCE WITH LAWS: You hereby agree to use the Software (as defined in Part I section 2
(above) in compliance with all applicable laws, including local laws of the
country or region in which you reside or in which you download or use the
Software. Tools and features of the Software may not be available in all
languages or regions and some features may vary by region.
3.2 RECORDS: You
acknowledge and agree that any and all records pertaining and/or that are
related to the Software and/or your License, including but not limited to: (i)
Hardware Serial Numbers, PSNs and SLNs (ii) Usernames and Passwords; or (iii)
information provided by you at the time of obtaining this License (collectively
“records”) are your sole responsibility to keep, maintain and protect from any
loss or damage and shall not be unreasonably withheld from Future Corporation,
or the Affiliate or the Authorised Dealer that sold or provided you with this
License upon request. Neither Future Corporation and its Affiliates shall be
liable for any failure to provide you with, or permanent loss of such records should
these become lost, destroyed, or misplaced but shall not be unreasonably
withheld from you (if available) upon request by you.
3.3 FORCE MAJEURE: Neither
Future Corporation and its Affiliates shall be liable for any failure or delay
in performing services or any other obligation under this Agreement, nor for
any damages suffered by you by reason of such failure or delay, which is,
indirectly or directly, caused by criminal acts, strike, riot, pandemics, war,
acts of terrorism, any natural catastrophe or disaster, or any act of God, or
any other cause beyond Future Corporation’s reasonable control.
3.4 NO WAIVER: The
waiver of, or failure to enforce, any breach or default by Future Corporation
and its Affiliates against you herein, shall not constitute the waiver of any
other or subsequent or continuing breach or default by Future Corporation and
its Affiliates against you.
3.5 CERTAIN TERMS SHALL SURVIVE: The provisions of sections: (a) I., 1.2, 2.2, 2.2.1, 2.3.4,
2.3.4.1, 2.4.4, 2.4.4.1, 2.5.1, 2.5.2, 2.5.3, 2.5.4, 2.5.5, 2.5.6, 2.5.7,
2.7.2, 2.7.3, 2.8, 2.8.1, 2.8.2, 2.9, 2.10, 2.12, 2.12.1, 2.13, 2.13.1, 3.2,
3.4, 3.5, 3.6, 3.7, 3.7.1, 3.7.2, 3.7.4, 4.1.1, 4.1.2, 4.1.3, 4.1.4, 4.2, 4.3,
6.3.1, 6.4; and (b) any section applicable to you therein: 7.2.4, 7.2.5, 7.3.2,
7.3.3, 7.5.6, 7.5.7, 7.5.8, 7.5.9, 7.5.10, 7.5.12; and (c) any section
applicable to you therein of Part III; or (d) any other like section of those
found in (a) or (b), of this Agreement will survive the termination,
cancellation or rescission of this Agreement, howsoever caused, but this shall
not imply or create any continued right to use the Software or any part thereof
after such termination, cancellation or rescission of this Agreement.
3.6 LIMITATION TO BRING AN ACTION: You acknowledge and agree with Future Corporation and its Affiliates
that time to bring an action from the date of commencement of this Agreement is
subject to the provisions of the Limitation of Actions Act in Victoria. The
time limitation to bring a claim may not be valid in some jurisdictions and may
not apply to you, see section 8 for specific provisions related to other
jurisdictions which may be applicable to you.
3.7 ENTIRE AGREEMENT: This
License and any of the License terms in addenda applicable to you as listed in
this Agreement which define what you may do with the Software and contain
limitations on warranties and/or remedies is the entire Agreement between you
and Future Corporation, superseding any other or previous Agreement or
discussions, representations or advertising, oral or written, other than (i) a
separate, valid, existing and applicable License Agreement duly signed by a
Supervisor or Manager of Future Corporation or one of its authorised Affiliates;
or (ii) a separate, valid, existing and applicable License Agreement for any
updated or subsequent version of the Software written and published exclusively
by Future Corporation that expressly appends to or wholly replaces this
Agreement at such date; and (iii) to the extent of their consistency with this
License Agreement all those Terms and Conditions of Sale (see section 9 below)
as set forth at Future Corporation’s website (see links in Part IV). To the
extent of any inconsistency between this Agreement and any additional and/or
superseding Agreement the additional and/or superseding Agreement shall govern.
This Agreement does (i) not grant any concurrent right in the Software; and
(ii) not apply to any Software installed on a terminal server and/or a Future
Corporation server-based Hardware or Software Product. A separate License
Agreement must be executed with Future Corporation to obtain any additional
rights. You further acknowledge that with respect to matters referring to or
relating to time, that time is of the essence of this Agreement.
3.7.1 SEVERABILITY: If
and to the extent any provision of this Agreement is held illegal, invalid,
uncertain, or unenforceable in whole or in part under applicable law, such
provision or such portion thereof shall be ineffective as to the jurisdiction
in which it is illegal, invalid, uncertain, or unenforceable. To the extent of
its illegality, invalidity, uncertainty, or unenforceability it shall be deemed
modified to the extent necessary to conform to applicable law so as to give the
maximum effect to the intent of the parties. The illegality, invalidity,
uncertainty, or unenforceability of such provision in that jurisdiction shall
not in any way affect the legality, validity, certainty, or enforceability of any
other provision of this Agreement in any other jurisdiction.
3.7.2 TERMINATION: Except
for where expressly provided in this Agreement if any breach of this License by
you continues for more than thirty (30) days after receipt of written notice of
such breach by Future Corporation, Future Corporation may terminate this
License by written notice to you, whereupon this License and all rights granted
to you herein shall immediately cease. In the event of any conflict between the
terms of this section and any express term requiring immediate termination for
breach of this License Agreement, the express terms of such other section shall
govern. You may terminate this License at any time by providing written notice
to Future Corporation. In the event of any termination of this License by you
and except for III. (above) you (i) acknowledge that such termination shall not
entitle you, any other or third party to any refund or credit from Future
Corporation or its Affiliates; and (ii) you shall: (a) promptly uninstall and
where applicable deactivate and/or deregister the Software; and (b) return any
media and other associated materials including the hardware security device (if
applicable) to Future Corporation or the place of purchase; and (c) obtain a
receipt for such return as evidence of such termination of this License
Agreement.
3.7.3 GENERAL INDEMNITY: You hereby agree that you shall indemnify and hold Future Corporation,
its Affiliates, and its Suppliers harmless from and against any and all claims,
actions, suits, proceedings, costs, expenses, damages, liabilities, including
legal fees (on a solicitor and own client basis) arising out of, connected
with, or resulting from (i) your or (ii) your colleagues, employees, agents,
delegates or family members and/or any other or third party that you provide,
facilitate or otherwise allow for the (a) improper use or misuse; or (b)
otherwise unlawful or unconscionable use of the Software whether intentional or
otherwise described herein.
3.7.4 CONFIDENTIALITY: You acknowledge and agree that any communication, data, and/or
information provided to you by Future Corporation and its Affiliates with
respect the Software are strictly confidential and shall not be disclosed to
any third party or published on any platform. You further agree that any
problems or difficulties arising from your use, understanding or functionality
of the Software shall not be disclosed to another party or published on any
platform for a malicious purpose. Any violation of this section by you, shall
be deemed a material breach of this Agreement and the Software License
terminated at Future Corporation's discretion. You further acknowledge
that (i) such termination shall not entitle you, any other or third party to
any refund or credit from Future Corporation, its Affiliates; and (ii) you
shall: (a) promptly uninstall and where applicable deactivate and/or deregister
the Software; and (b) return any media and other associated materials to Future
Corporation or the place of purchase; and (c) obtain a receipt for such return
as evidence of such termination of this License Agreement. Future Corporation
and its Affiliates reserve the right to take legal action against you for any
losses or damages resulting from your breach of this section.
4. GOVERNING LAW
4.1.1 AUSTRALIA: If
you licensed the Software for use within Australia, Victorian state law governs
the interpretation of this Agreement and applies to any and all claims.
Australian Commonwealth law and the laws of your state or territory may govern
other claims, including claims under state consumer protection laws, unfair
competition laws, and in tort. Notwithstanding this, you acknowledge and agree
with Future Corporation that any and all claims by you shall be brought in the
state of Victoria in any Melbourne court of competent jurisdiction.
4.1.2 OUTSIDE AUSTRALIA: Notwithstanding
where or from who you acquired this License for the Software you acknowledge
and agree with Future Corporation and its Affiliates that the interpretation of
this Agreement and any and all claims brought by you for any breach of this
Agreement, regardless of (i) “conflict of laws”, or (ii) “private international
law” principles, or (iii) any other “theory of law”, shall be brought under the
exclusive jurisdiction of Victorian State, and only to the extent applicable
Australian Commonwealth law.
4.1.3 EXCLUSIONS: This
License specifically excludes (i) that body of law applicable to choice of law,
and (ii) the United Nations Convention on Contracts for the International Sale
of Goods, and any legislation implementing such Convention, if otherwise
applicable, and (iii) the Uniform Computer Information Transactions Act, as
enacted in any jurisdiction.
4.1.4 LEGAL EFFECT: This
agreement describes certain legal rights. You may have other rights under the
laws of your country or state, province, county or otherwise region where you
live. You may also have rights with respect to the party from whom you acquired
this License. This agreement does not change your rights under the laws of your
country or state, province, county or otherwise region where you live if the
laws thereof do not permit it to do so, see section 8 for specific provisions
related to other jurisdictions which may be applicable to you.
4.2 TRANSLATION: The
English version of this Agreement will be the version used when interpreting or
construing this Agreement. Any translation of this License Agreement into any
other languages shall be for convenience or reference only.
4.3 USE OF EXPERTS: Where
a dispute about the applicability, functionality, authenticity, suitability
and/or of an otherwise technical nature with respect the Software has arisen
between the parties you acknowledge and agree with Future Corporation that any
expert testimony relied upon by either party in an attempt to resolve such
dispute, shall have: (i) no less than ten (10) years professional experience in
computer graphics programming of: IBM compatible computers; and (ii) be
proficient in the Programming languages: (a) Delphi and (b) what is commonly
known as Machine code or Machine language; and (iii) a University or College
Master’s degree in Computer Science or its equivalent from a recognized
institution in that field; or in lieu of part (iii) where a candidate does not
comply with this part, no less than fifteen (15) years professional experience
in computer graphics programming of: IBM compatible computers (parts (i) and
(ii) shall apply notwithstanding part (iii) compliance.).
5. TECHNICAL SUPPORT
5.1 TECHNICAL SUPPORT: Future
Corporation and its Affiliates agree to provide a reasonable amount of
technical support to you for: (i) the term of the License period; or (ii) until
such time as Future Corporation and its Affiliates discontinue any version of
the Software (Product Life); or (iii) 1 (one) year from the date of purchase;
or (iv) whichever of (i), (ii) or (iii) occurs first notwithstanding anything
to the contrary herein. You acknowledge and agree with Future Corporation that
it reserves the right to limit or cease product and/or technical support and
updates for any discontinued version of its Software at its absolute
discretion. You further agree that neither consulting, advice or training for
this or any other Software, Hardware or any other related Future Corporation
product or matter is included in or with technical support.
5.1.1 GETTING SUPPORT: In
the first instance you acknowledge and agree with Future Corporation and its
Affiliates that it is your obligation to make use of the Help files and
Training facilities (where provided) within the Software and the Help files and
the material supplied through the Software’s Internet site including but not
limited to, the various articles, online videos, FAQ, member forums and
knowledgebase (if available). If this proves inadequate you may lodge an online
ticket for technical support at
https://future.support/.
5.1.2 TECHNICAL SUPPORT: EXCLUSIONS: You are solely responsible for the installation of, and the
regular updating of the Software, and for the proper installation,
configuration, and operation of the Software with your hardware, any supporting
Software including but not limited to the Operating System, Antivirus Software
and/or any Internal or External network, and services upon which the Software
relies. You are responsible for selecting the correct settings for your Server
and workstations. The Software is delivered with certain default settings which
may not be appropriate for all circumstances.
5.1.3 TECHNICAL SUPPORT: NO WARRANTY: SUBJECT TO ANY STATUTORY WARRANTIES WHICH CANNOT BE EXCLUDED,
FUTURE CORPORATION AND ITS AFFILIATES PROVIDE TECHNICAL SUPPORT ON AN AS-IS
BASIS WITHOUT ANY WARRANTY, REPRESENTATIONS, CONDITIONS OR TERMS, EXPRESS OR
IMPLIED, WHETHER BY STATUTE, COMMON LAW, COURSE OF DEALING, CUSTOM, EQUITY,
USAGE, OR UNDER ANY THEORY OF LAW, OR OTHERWISE AS TO ANY MATTER, INCLUDING,
BUT NOT LIMITED TO PERFORMANCE, SECURITY, WARRANTIES OF NON-INFRINGEMENT OF
THIRD PARTY RIGHTS, INTEGRATION, QUIET ENJOYMENT, MERCHANTABLE QUALITY,
SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
FUTURE CORPORATION AND ITS AFFILIATES DO NOT AND CANNOT WARRANT THE PERFORMANCE
OR RESULTS YOU MAY OBTAIN BY USING TECHNICAL SUPPORT. THE ENTIRE RISK AS TO THE
RESULTS AND PERFORMANCE OF USING TECHNICAL SUPPORT IS ASSUMED BY YOU. WHERE ANY
NON-EXCLUDABLE TERMS ARE IMPLIED INTO THIS LICENSE BY OPERATION OF LAW, TO THE
EXTENT PERMISSIBLE BY LAW, FUTURE CORPORATION LIMITS ITS LIABILITY TO, AT ITS
ABSOLUTE DISCRETION, THE REPAIR OR REPLACEMENT OF THE GOODS, THE RE-SUPPLY OF
EQUIVALENT GOODS, OR THE COST THEREOF. THIS DISCLAIMER OF WARRANTY MAY NOT BE
VALID IN SOME JURISDICTIONS, SEE SECTION 8 FOR SPECIFIC PROVISIONS RELATED TO
OTHER JURISDICTIONS WHICH MAY BE APPLICABLE TO YOU.
5.1.4 TECHNICAL SUPPORT LIMITATION OF LIABILITY: TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER
FUTURE CORPORATION NOR ITS AFFILIATES, ITS SUPPLIERS SHALL BE LIABLE FOR ANY
LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY SPECIAL, CONSEQUENTIAL,
INDIRECT, ECONOMIC OR INCIDENTAL DAMAGES, LOST TIME, LOST PROFITS OR LOST
SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, LOST DATA, OR TO
BUSINESS AND/OR PERSONAL REPUTATION, PERSONAL INJURY OR FAILURE TO MEET ANY
DUTY OF CARE, OR CLAIMS BY A THIRD PARTY ARISING FROM YOUR USE OF, OR GETTING,
OR SOURCING TECHNICAL SUPPORT, EVEN IF FUTURE CORPORATION AND ITS AFFILIATES
AND/OR A FUTURE CORPORATION REPRESENTATIVE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, FUTURE CORPORATION’S AGGREGATE LIABILITY AND THAT OF ITS
AFFILIATES AND ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL
BE LIMITED TO THE AMOUNT PAID FOR TECHNICAL SUPPORT, IF ANY. THIS LIMITATION
WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL, MATERIAL OR SERIOUS BREACH OR A
BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. THIS LIMITATION
OF LIABILITY MAY NOT BE VALID IN SOME JURISDICTIONS AND MAY NOT APPLY TO YOU,
SEE SECTION 8 FOR SPECIFIC PROVISIONS RELATED TO OTHER JURISDICTIONS WHICH MAY
BE APPLICABLE TO YOU.
6. INSTALMENT AND SUBSCRIPTION SOFTWARE
6.1 INSTALMENT SOFTWARE: You acknowledge that Future Corporation and its Affiliates may, but
are under no obligation to, allow you to pay for this License by way of monthly
instalments as set out in the Software’s documentation and at the Software’s
website (collectively “Instalment Software”) subject to Future Corporation’s
Terms and Conditions of Sale (see section 9 below). If you apply to pay by monthly
Instalments and except as expressly limited by applicable law, you: (i) hereby
warrant that you have read and understand all your obligations under this
License Agreement prior to making application to license Instalment Software;
and (ii) agree to be bound by all those terms applicable to you in the Terms
and Conditions of Sale (see section 9 below) and in particular but not limited
to section 3.5.3 and if applicable section 3.5.3.1 and 3.5.3.2 therein pursuant
to such Instalment Software; and (iii) acknowledge further terms and conditions
that affect this paragraph in sections 6.3, 6.4 and 6.5 of this License
Agreement (below).
6.2 SUBSCRIPTION SOFTWARE: You acknowledge that Future Corporation and its Affiliates may, but are
under no obligation to, allow you to License the Software on a Subscription
basis, as set out in the Software’s documentation and at the Software’s
Internet site (collectively “Subscription Software”) subject to the Future
Corporation Terms and Conditions of Sale (see section 9 below). If you elect to
License the Software on a Subscription basis and except as expressly
limited by applicable law, you agree that: (i) your rights to use the Software
are limited to the Subscription period; and, (ii) Subscription software is subject
to all the terms and conditions of this License Agreement; and, (iii) after the
cancellation or expiration of your Subscription the Software will cease to
operate. You may have the option to extend your Subscription. If you extend
your Subscription, you may continue using the software until the end of your
extended Subscription period. You may also elect to pay for the Subscription by
monthly Instalments in advance using a valid credit-card. If you apply to
pay your Subscription by monthly Instalments in advance, and except as
expressly limited by applicable law, you: (i) hereby warrant that you have read
and understand all your obligations under this License Agreement prior to
making application to license Subscription Software. and (ii) agree to be bound
by all those terms applicable to you in the Terms and Conditions of Sale (see
section 9 below) and but not limited to section 3.5.4 therein pursuant to such
Subscription Software; and (iii) acknowledge further terms and conditions that
affect this paragraph in sections 6.3, 6.3.1, 6.4 and 6.5 of this License
Agreement (below).
6.3 TERMINATION FOR NON-PAYMENT: If you elected and meet the criteria set forth in the Terms and
Conditions of Sale (see section 9 below), and have been approved by Future
Corporation or its Affiliates to pay for the Software License by: (a) equal
Monthly Instalments; or (b) Subscription Instalments you acknowledge and agree
with Future Corporation that should you or the legal entity that obtained the
software and on whose behalf it is used: (i) cannot; or (ii) do not pay (a) the
full Instalment Amount (pursuant to Section 6.1 above) or (b) the full
Subscription Instalment (pursuant to Section 6.2 above) within fourteen (14)
days after any such due date, that this Agreement may be terminated without
notice to you on such date, notwithstanding any reason given by you, except
where expressly permitted by applicable law, or at the absolute discretion of
Future Corporation and its Affiliates (e.g. If your Instalment due date is the
7th day of each month and you fail to pay the Instalment amount by
4:00 PM on the 21st day of that month) this Agreement may
automatically be terminated, at the absolute discretion of Future Corporation,
as of midnight on the 21st day of such month without notice to you.
6.3.1 INSTALMENTS REMAIN DUE AND PAYABLE: Notwithstanding sections 3.7.2 and 6.3 (above), you acknowledge and
agree that any amount that remains unpaid and is outstanding for Instalment
Software shall remain due and payable in full by you and/or the legal entity on
whose behalf it was licensed.
6.4 NO FURTHER RIGHT OF USE: PURSUANT TO SECTION 6.3 (ABOVE), IF THIS AGREEMENT IS TERMINATED
FOR NON PAYMENT OF AN INSTALMENT AMOUNT OR SUBSCRIPTION INSTALMENT AT ANY TIME
AFTER FOURTEEN (14) DAYS HAVE ELAPSED SINCE THE INSTALMENT DUE DATE, YOU
ACKNOWLEDGE AND AGREE WITH FUTURE CORPORATION THAT YOU HAVE NO LEGAL OR
EQUITABLE RIGHTS OR CLAIM TO USE THE SOFTWARE OR ANY OF ITS COMPONENTS SUBJECT
TO THIS AGREEMENT FROM SUCH DATE OF TERMINATION AND THE SOFTWARE SHALL BE OR
BECOME DEACTIVATED OR DEREGISTERED AND RETURNED BY YOU AT YOUR EXPENSE WITH ANY
AND ALL ITS ACCOMPANYING MATERIALS IN YOUR POSSESSION OR CONTROL, AND IF
APPLICABLE THE HARDWARE SECURITY DEVICE, WITHIN THIRTY (30) DAYS TO THE PLACE
OF PURCHASE, OR TO FUTURE CORPORATION.
6.5 CREDIT-CARD CHARGE BACK: YOU ACKNOWLEDGE AND AGREE THAT WHERE FUTURE CORPORATION AND ITS
AFFILIATES HAVE DISCHARGED OR MET THEIR OBLIGATIONS TO YOU, AS THEY FALL DUE
UNDER SECTIONS 6.1 OR 6.2 (ABOVE) AND YOU HAVE ELECTED OR IT IS A CONDITION TO
PAY BY INSTALMENT WITH A CREDIT-CARD THAT IF YOU INITIATE A CHARGE-BACK FOR
SUCH CREDIT-CARD PAYMENT WITH YOUR BANK OR CARD ISSUER, THAT THIS IS A
VIOLATION AND MATERIAL BREACH OF THIS AGREEMENT AND MAY RESULT IN THE AUTOMATIC
AND IMMEDIATE TERMINATION OF YOUR LICENSE TO USE THE SOFTWARE AND FUTURE
CORPORATION OR ITS AFFILIATES SHALL BE ENTITLED TO (I) REJECTING YOUR
APPLICATION WITH YOUR BANK OR CARD ISSUER, AND SHOULD SUCH REJECTION BE REFUSED
BY YOUR BANK OR CARD ISSUER; (II) TAKE SUCH ACTION AS FUTURE CORPORATION OR ITS
AFFILIATES SEE FIT, INCLUDING BUT NOT LIMITED TO (I) IMMEDIATELY BLOCKING
ACCESS TO ONLINE SERVICES, AND/OR (II) REMOTELY DEACTIVATING OR DEREGISTERING
THE SOFTWARE, AND/OR (III) REFUSAL TO PERMIT FURTHER ACTIVATIONS OR
REGISTRATIONS AND PERMANENTLY TERMINATING YOUR ACCOUNT WITH FUTURE CORPORATION
OR ITS AFFILIATES, AND/OR (IV) DISCLOSING SUCH INFORMATION (INCLUDING YOUR
IDENTITY) TO RELEVANT AUTHORITIES AND/OR ANY PERSON OR ENTITY THAT HAS THE
LEGAL RIGHT TO SUCH INFORMATION, AND/OR (V) TAKING LEGAL ACTION AGAINST YOU.
PART II
7. ADDENDA TO THE LICENSE AGREEMENT
7.1 ACADEMIC, EDUCATION STUDENT AND TEACHER
ADDENDUM TO THE LICENSE
7.1.1 ACADEMIC EDITION SOFTWARE: If the Software is marked and/or installs and/or is licensed as:
Academic, Education or Student and Teacher Edition you acknowledge and agree
with Future Corporation and its Affiliates that you must qualify as, or be a
certified “Academic or Education Provider” or a currently registered “Teacher”
or an enrolled “Student” to use Future Corporation Software. If the Software is
identified as Academic, Education or Student and Teacher Edition Software
(referred collectively herein as “Education Software”), your use of the
Software is governed by the terms of this License and as set out by the terms
of this section in addendum to this License Agreement herein. In the event of
any conflict between the terms of this License Agreement and this Education
Software addendum, the express terms of this addendum to this Agreement shall
govern.
7.1.2 EDUCATION PROVIDER USE: So long as you remain qualified and/or certified as an “Academic
or Education Provider” under the terms and condition of section 7.1.1 (above),
you may (a) install and use one (1) copy of the Software on one (1) computer up
to the Permitted Number of your compatible Computers; or (b) you may install
the Permitted Number of copies of the Software on the Permitted Number of
Computer file server(s) within your Internal Network for the purpose of
downloading and installing the Software on up to the Permitted Number of
Computers within the same Internal Network. Notwithstanding anything to the
contrary in this License Agreement, you may not (i) transfer or assign the
Software or any copy thereof, or your License to use the Software to a third
party; or (ii) use the Software in any way for any commercial purpose or in any
commercial enterprise or business whatsoever; and (iii) pursuant to part (ii)
the Software may only be used for academic instruction and/or education
purposes in a non-commercial environment.
7.1.3 STUDENT AND TEACHER USE: So long as you remain a “Student or Teacher” under the terms and
condition of section 7.1.1 (above) you may install and use one (1) copy of the
Software on one (1) computer in your domicile and one (1), if applicable,
portable computer that is in your possession or control and predominately for
your personal use. Notwithstanding anything to the contrary in this License Agreement,
you may not (i) transfer or assign the Software or any copy thereof, or your
License to use the Software to a third party; or (ii) use the Software in any
way for any commercial purpose or in any commercial enterprise or business
whatsoever; and (iii) pursuant to part (ii) the Software may only be used for
academic and/or education purposes in a non-commercial environment.
7.2 BETA SOFTWARE ADDENDUM TO THE LICENSE
7.2.1 BETA SOFTWARE: If
the Software is marked and/or installs and/or is licensed as:
Beta, Pre-Release, or Not For Resale Software (referred collectively
herein as “Beta Software”), you acknowledge and agree with Future Corporation
that such version of the Software is provided on an “as is” basis solely for
testing purposes and it should only be used in a dedicated test environment
that does not hold any risk of loss or damage to other software and data. If
the Software is identified as Beta Software you are granted a nonexclusive
License to use this version of the Software only, and your use of the Software
is governed by the terms of this License and as set out by the terms of this
section in addendum to this Agreement herein. You acknowledge and agree with
Future Corporation that this Beta Software License does not entitle you to any
written documentation, technical support or telephone assistance and although
Future Corporation or its Affiliates intend to distribute and license a
commercial version of the Beta Software, Future Corporation, its
Affiliates and/or Suppliers reserve the right not to release a commercial
version of the Beta Software or, if released, add, remove or alter features,
components or licensing terms of the commercial version. In the event of any
conflict between the terms of this License Agreement and this Beta Software
addendum, the express terms of this addendum shall govern. Such License shall
continue for the period specified in the Beta Software and/or under Future
Corporation’s direction, after which time your License to use the Beta Software
shall terminate and you must uninstall or entirely remove the Beta Software
from all computers in your possession and/or control within thirty (30) days of
such termination.
7.2.2 BETA SOFTWARE USE: You
may install and use one (1) copy of the Software on one (1) computer in your
domicile and one (1), if applicable, portable computer that is in your
possession or control and predominately for your personal use. Notwithstanding
anything to the contrary in this License Agreement, you may not (i) transfer or
assign the Software or any copy thereof, or your License to use the Software to
a third party; or (ii) use the Software in any way for any commercial purpose
or in any commercial enterprise or business whatsoever; and (iii) pursuant to
part (ii) the Software may only be used for testing purposes in a
non-commercial environment.
7.2.3 BETA SOFTWARE REPORTING: As part of testing Beta Software, you acknowledge and agree with
Future Corporation or its Affiliate that Future Corporation may ask you to
provide feedback or your observations with respect the Beta Software’s
functionality and suitability for its intended purpose which you may or may not
provide at your sole discretion. However, you acknowledge and agree with Future
Corporation that any feedback, opinion, suggestion, or advice that you provide
Future Corporation or its Affiliates with respect Beta or other Future
Corporation Software may be used, or discarded, by Future Corporation in its
absolute discretion without reference, consultation with, or permission from
you, and to do with as Future Corporation sees fit. You further acknowledge and
agree with Future Corporation that you shall make no claim or demands
intellectual or otherwise or demand any remuneration in any form whatsoever
from Future Corporation and its Affiliates for any such feedback, opinion,
suggestion or advice that you provide that either is, or is not, used in any
subsequent or commercial version of the Beta Software.
7.2.4 BETA SOFTWARE: NO WARRANTY: SUBJECT TO ANY STATUTORY WARRANTIES WHICH CAN NOT BE EXCLUDED,
FUTURE CORPORATION AND ITS AFFILIATES PROVIDE THE BETA SOFTWARE ON AN AS-IS
BASIS WITHOUT ANY WARRANTY, REPRESENTATIONS, CONDITIONS OR TERMS, EXPRESS OR
IMPLIED, WHETHER BY STATUTE, COMMON LAW, COURSE OF DEALING, CUSTOM, EQUITY,
USAGE, OR UNDER ANY THEORY OF LAW, OR OTHERWISE AS TO ANY MATTER, INCLUDING,
BUT NOT LIMITED TO PERFORMANCE, SECURITY, WARRANTIES OF NON-INFRINGEMENT OF
THIRD PARTY RIGHTS, INTEGRATION, QUIET ENJOYMENT, MERCHANTABLE QUALITY,
SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
FUTURE CORPORATION AND ITS AFFILIATES DO NOT AND CANNOT WARRANT THE PERFORMANCE
OR RESULTS YOU MAY OBTAIN BY USING THE BETA SOFTWARE. THE ENTIRE RISK AS TO THE
RESULTS AND PERFORMANCE OF USING THE BETA SOFTWARE IS ASSUMED BY YOU. WHERE ANY
NON-EXCLUDABLE TERMS ARE IMPLIED INTO THIS LICENSE BY OPERATION OF LAW, TO THE
EXTENT PERMISSIBLE BY LAW, FUTURE CORPORATION LIMITS ITS LIABILITY TO, AT ITS
ABSOLUTE DISCRETION, THE REPAIR OR REPLACEMENT OF THE GOODS, THE RE-SUPPLY OF
EQUIVALENT GOODS, OR THE COST THEREOF. THIS DISCLAIMER OF WARRANTY MAY NOT BE
VALID IN SOME JURISDICTIONS, SEE SECTION 8 FOR SPECIFIC PROVISIONS RELATED TO
OTHER JURISDICTIONS WHICH MAY BE APPLICABLE TO YOU.
7.2.5 BETA SOFTWARE: LIMITATION OF LIABILITY: TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER FUTURE
CORPORATION NOR ITS AFFILIATES, ITS SUPPLIERS SHALL BE LIABLE FOR ANY LOSS,
DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY SPECIAL, CONSEQUENTIAL,
INDIRECT, ECONOMIC OR INCIDENTAL DAMAGES, LOST TIME, LOST PROFITS OR LOST
SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, LOST DATA, OR TO
BUSINESS AND/OR PERSONAL REPUTATION, PERSONAL INJURY (INCLUDING DEATH) OR FAILURE
TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY ARISING FROM USE OF THE
BETA SOFTWARE, EVEN IF FUTURE CORPORATION AND ITS AFFILIATES AND/OR A FUTURE
CORPORATION REPRESENTATIVE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS,
DAMAGES, CLAIMS OR COSTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FUTURE
CORPORATION’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND ITS SUPPLIERS
UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID
FOR THE BETA SOFTWARE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF
A FUNDAMENTAL, MATERIAL OR SERIOUS BREACH OR A BREACH OF THE FUNDAMENTAL OR
MATERIAL TERMS OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY MAY NOT BE VALID
IN SOME JURISDICTIONS AND MAY NOT APPLY TO YOU, SEE SECTION 8 FOR SPECIFIC
PROVISIONS RELATED TO OTHER JURISDICTIONS WHICH MAY BE APPLICABLE TO YOU.
7.3 DEMONSTRATION SOFTWARE ADDENDUM TO THE
LICENSE
7.3.1 DEMONSTRATION SOFTWARE: If the Software is marked and/or installs and/or is licensed
as: Demo, Demonstration, Evaluation, Free-Trial, or Try-Out Software
(referred collectively herein as “Demonstration Software”), you acknowledge and
agree with Future Corporation that such version of the Software is provided on
an “as is” basis solely for evaluation purposes and it should only be used in a
dedicated test environment that does not hold any risk of loss or damage to
other software and data. If the Software is identified as Demonstration
Software you are granted a nonexclusive License to use this version of the
Software only, and your use of the Software is governed by the terms of this
License as set out by the terms of this section in addendum to this License
Agreement herein. You acknowledge and agree with Future Corporation that this
Demonstration Software License does not entitle you to any written
documentation, technical support or telephone assistance and although Future
Corporation or its Affiliates intend to distribute and license a commercial
version of the Demonstration Software, Future Corporation, its Affiliates
and/or Suppliers reserve the right not to release a commercial version of the
Demonstration Software or, if released, add, remove or alter features,
components or licensing terms of the commercial version. In the event of any
conflict between the terms of this License Agreement and this Demonstration
Software addendum, the express terms of this addendum shall govern. Such
License shall continue for the period specified in the Demonstration Software,
after which time your License to use the Demonstration Software shall terminate
without notice.
7.3.2 DEMONSTRATION SOFTWARE: NO WARRANTY: SUBJECT TO ANY STATUTORY WARRANTIES WHICH CAN NOT BE EXCLUDED,
FUTURE CORPORATION AND ITS AFFILIATES PROVIDE THE DEMONSTRATION SOFTWARE ON AN
AS-IS BASIS WITHOUT ANY WARRANTY, REPRESENTATIONS, CONDITIONS OR TERMS, EXPRESS
OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, COURSE OF DEALING, CUSTOM, EQUITY,
USAGE, OR UNDER ANY THEORY OF LAW, OR OTHERWISE AS TO ANY MATTER, INCLUDING,
BUT NOT LIMITED TO PERFORMANCE, SECURITY, WARRANTIES OF NON-INFRINGEMENT OF
THIRD PARTY RIGHTS, INTEGRATION, QUIET ENJOYMENT, MERCHANTABLE QUALITY,
SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
FUTURE CORPORATION AND ITS AFFILIATES DO NOT AND CANNOT WARRANT THE PERFORMANCE
OR RESULTS YOU MAY OBTAIN BY USING THE DEMONSTRATION SOFTWARE. THE ENTIRE RISK
AS TO THE RESULTS AND PERFORMANCE OF USING THE DEMONSTRATION SOFTWARE IS
ASSUMED BY YOU. WHERE ANY NON-EXCLUDABLE TERMS ARE IMPLIED INTO THIS LICENSE BY
OPERATION OF LAW, TO THE EXTENT PERMISSIBLE BY LAW, FUTURE CORPORATION LIMITS
ITS LIABILITY TO, AT ITS ABSOLUTE DISCRETION, THE REPAIR OR REPLACEMENT OF THE
GOODS, THE RE-SUPPLY OF EQUIVALENT GOODS, OR THE COST THEREOF. THIS DISCLAIMER
OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS, SEE SECTION 8 FOR SPECIFIC
PROVISIONS RELATED TO OTHER JURISDICTIONS WHICH MAY BE APPLICABLE TO YOU.
7.3.3 DEMONSTRATION SOFTWARE: LIMITATION OF LIABILITY: TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER
FUTURE CORPORATION NOR ITS AFFILIATES, ITS SUPPLIERS SHALL BE LIABLE FOR ANY
LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY SPECIAL, CONSEQUENTIAL,
INDIRECT, ECONOMIC OR INCIDENTAL DAMAGES, LOST TIME, LOST PROFITS OR LOST
SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, LOST DATA, OR TO
BUSINESS AND/OR PERSONAL REPUTATION, PERSONAL INJURY (INCLUDING DEATH) OR
FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY ARISING FROM
USE OF THE DEMONSTRATION SOFTWARE, EVEN IF FUTURE CORPORATION AND ITS
AFFILIATES AND/OR A FUTURE CORPORATION REPRESENTATIVE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, FUTURE CORPORATION’S AGGREGATE LIABILITY AND THAT OF ITS
AFFILIATES AND ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL
BE LIMITED TO THE AMOUNT PAID FOR THE DEMONSTRATION SOFTWARE, IF ANY. THIS LIMITATION
WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL, MATERIAL OR SERIOUS BREACH OR A
BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. THIS LIMITATION
OF LIABILITY MAY NOT BE VALID IN SOME JURISDICTIONS AND MAY NOT APPLY TO YOU,
SEE SECTION 8 FOR SPECIFIC PROVISIONS RELATED TO OTHER JURISDICTIONS WHICH MAY
BE APPLICABLE TO YOU.
7.4 OEM EDITION ADDENDUM TO THE LICENSE
7.4.1 OEM EDITION SOFTWARE: If the Software is marked and/or installs and/or is licensed as:
Bundled, Bundleware, Included, OEM, OEM Edition or OEM Version (referred
collectively herein as “OEM Edition”) you acknowledge and agree with Future
Corporation that such OEM Edition Software is sold under License to a third
party manufacturer (Future Corporation Approved Partner) and included (bundled)
with such third party machines and devices including but not limited to: CNC,
engraving, laser, plotting, printing, routing and vinyl cutting machines and
devices (hereafter “Hardware”) as described in the notice located on the
storage media and/or in the OEM Edition Software’s documentation and you are
not entitled to use OEM Edition Software unless it was purchased in accordance
therewith. You are not entitled to use OEM Edition Software if you obtained it
separately from an approved piece of hardware assigned to the Software and/or
in the Software’s documentation or as a stand-alone Software. If the Software
is identified as OEM Edition Software, your use of the Software is governed by
the terms of this License and as set out by the terms of this section in
addendum to this License Agreement herein. In the event of any conflict between
the terms of this License Agreement and this OEM Edition Software addendum, the
express terms of this addendum shall govern.
7.4.2 OEM EDITION USE: You
may install and use up to the maximum number of copies of the Software on the
maximum numbers of computers as published in the Software’s documentation and
on its website for and in conjunction only with the approved piece of hardware
assigned to the Software.
7.4.3 OEM LICENSE TRANSFER: Notwithstanding anything to the contrary in the License Agreement,
you may not transfer or assign OEM Edition Software or any copy thereof, or
your License to use this OEM Software to a third party unless: (a) you also transfer
(i) this License Agreement and OEM Edition Software addendum, and (ii) the
Software’s Serial, or License, or Product, or Customer, number(s), where
applicable the Software’s media including but not limited to discs and product
documentation provided by Future Corporation or its Affiliates, and all other
software or hardware bundled, packaged, downloaded or preinstalled with the
Software, including all copies, conversions, patches, service packs, upgrades,
updates and prior versions; and (b) you retain no copies, conversions, patches,
service packs, upgrades, updates and prior versions, including backups and
copies stored on a computer in your possession or control; and (c) the approved
piece of Hardware assigned to the Software and/or in the Software’s
documentation; and (d) the receiving party acknowledges and accepts the terms
and conditions of this License Agreement and any other terms and conditions
under which you purchased a valid License to or for the Software.
7.5 SOFTWARE DEVELOPMENT KIT ADDENDUM TO THE
LICENSE
7.5.1 SOFTWARE DEVELOPMENT KIT: If the Software contains a Future Corporation Software Developer’s
Kit (referred collectively herein as “SDK”), your use of the SDK portion of the
Software is governed by the terms of this License and as set out by the terms
of this section in addendum to this License Agreement herein. In the event of
any conflict between the terms of this License Agreement and this SDK addendum,
the express terms of this addendum to this License Agreement shall govern. BY
USING THIS SDK, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF
YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE SDK.
7.5.2 GRANT OF SDK LICENSE: The SDK may include certain example source code (not compiled),
tools, utilities, libraries, program interfaces and text files relating to a
Future Corporation Software Product (referred collectively herein as “Future
Corporation Extensions”). Future Corporation grants you the following limited,
nonexclusive and non-transferable rights to the SDK.
7.5.3 USE OF THE FUTURE CORPORATION EXTENSIONS: Future Corporation grants to you (i) a nonexclusive and
non-transferable license to adapt and use the Future Corporation client
software and source code fragments, including updates, solely to enable your
products to connect to and communicate with the relevant Future Corporation
software product, including but not limited to Future Corporation File Types
and Formats, and (ii) a nonexclusive and non-transferable license to adapt and
use the other Future Corporation Extensions for the purpose(s) solely for which
they are intended, including but not limited to Future Corporation Plug-Ins and
Snap-Ins.
7.5.4 LICENSE TO DISTRIBUTE: Future Corporation grants you the right to copy and distribute
Future Corporation Extensions intended for distribution with your Products,
excluding source code fragments, but including but not limited to exact copies
of documentation, with such Products. You agree that you will distribute such
Future Corporation Extensions and Products to your end users pursuant to such
license addendums as you customarily use to distribute other similar products.
Except as permitted in this Addendum, you shall contractually prohibit your end
users from: (i) using, copying (except as necessary for backup or archival
purposes or to the extent expressly permitted by applicable law and to the
extent that Future Corporation is not permitted by that applicable law to
exclude or limit such rights), modifying, or transferring the Future
Corporation Extensions or Products or any copy in whole or in part, or granting
any rights in the Future Corporation Extensions or Products; (ii) translating,
reverse engineering, decompiling, disassembling, or creating derivative works
based on the Future Corporation Extensions or Products; or (iii) renting or
leasing the Future Corporation Extensions or Products.
7.5.5 SUPPORT: You
agree with Future Corporation that you shall provide support for the Future
Corporation Extensions and Products to your end users.
7.5.6 DESCRIPTION OF OTHER LIMITATIONS AND
OBLIGATIONS: For all Future Corporation
Extensions, you agree with Future Corporation to treat those portions of the
Future Corporation Extensions not authorised for distribution as confidential.
Each party’s obligation under this Section shall survive the expiration,
cancellation, rescission, or earlier termination of this Agreement and shall
extend to the earlier of such time as the information protected hereby falls
into the public domain through no fault of the obligated party or five (5)
years following your receipt of the Future Corporation Extensions.
Notwithstanding the foregoing, with respect to source code fragments in the
Future Corporation Extensions, you agree to hold them in strict confidence in
perpetuity. You agree with Future Corporation that, except as specified in
Section 7.5.2 (above), you will not use the Future Corporation Extensions for
any other purpose and will not translate, reverse engineer, decompile,
disassemble, or otherwise alter the Future Corporation Extensions. You further
agree with Future Corporation that you shall not modify or remove functions or
copyright, trademark, or patent notices in the Future Corporation Extensions,
except as may be authorised by this Addendum or as may be authorised by Future
Corporation in writing. You hereby agree, that to the extent that any
applicable laws give you the right to perform any of the aforementioned
activities without Future Corporation’s consent in order to gain certain information
about the Future Corporation Extensions for purposes specified in the
respective statutes, before you exercise any such rights, you shall first
request such information from Future Corporation in writing detailing the
purpose for which you need the information. Only if and after Future
Corporation, at its absolute discretion, partly or completely denies your
request, shall you exercise your statutory rights. To the extent permitted by
applicable law, you agree to allow Future Corporation to audit your compliance
with the terms of this Agreement upon prior written notice during normal
business hours.
7.5.7 INTELLECTUAL PROPERTY RIGHTS: No title to or ownership of the Software is transferred to you.
Future Corporation, its Affiliates and/or Suppliers own and retain all title
and ownership of all intellectual property rights in and to the SDK and Future
Corporation Extensions, including any adaptations or copies. You acquire only a
limited License to use this SDK.
7.5.8 EXPORT RESTRICTION: You
agree with Future Corporation that you will not export, re-export or import the
SDK or Future Corporation Extensions in any form without the appropriate
government licenses. You understand that under no circumstances may the SDK or
Future Corporation Extensions be exported to any country subject to US embargo
or to US designated denied persons or prohibited entities or US specially
designated nationals. See section 8.1.2.1 through 8.1.2.4 below, for more
information.
7.5.9 SDK: NO WARRANTY: SUBJECT
TO ANY STATUTORY WARRANTIES WHICH CAN NOT BE EXCLUDED, FUTURE CORPORATION, ITS
AFFILIATES AND ITS SUPPLIERS PROVIDE THE SDK AND FUTURE CORPORATION EXTENSIONS
ON AN AS-IS BASIS WITHOUT ANY WARRANTY, REPRESENTATIONS, CONDITIONS OR TERMS,
EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, COURSE OF DEALING, CUSTOM,
EQUITY, USAGE, OR UNDER ANY THEORY OF LAW, OR OTHERWISE AS TO ANY MATTER,
INCLUDING, BUT NOT LIMITED TO PERFORMANCE, SECURITY, WARRANTIES OF
NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, QUIET ENJOYMENT,
MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. FUTURE CORPORATION AND ITS AFFILIATES DO NOT AND CANNOT
WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SDK AND FUTURE
CORPORATION EXTENSIONS. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF
USING THE SDK AND FUTURE CORPORATION EXTENSIONS IS ASSUMED BY YOU. THE SDK IS
NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE WITH ANY EQUIPMENT THE FAILURE
OF WHICH COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY OR SEVERE PHYSICAL OR
ENVIRONMENTAL DAMAGE. YOU ASSUME THE RESPONSIBILITY FOR THE SELECTION OF THE
SDK AND FUTURE CORPORATION EXTENSIONS AND RESULTS OBTAINED FROM THEM. WHERE ANY
NON-EXCLUDABLE TERMS ARE IMPLIED INTO THIS LICENSE BY OPERATION OF LAW, TO THE
EXTENT PERMISSIBLE BY LAW, FUTURE CORPORATION LIMITS ITS LIABILITY TO, AT ITS
ABSOLUTE DISCRETION, THE REPAIR OR REPLACEMENT OF THE GOODS, THE RE-SUPPLY OF
EQUIVALENT GOODS, OR THE COST THEREOF. THIS DISCLAIMER OF WARRANTY MAY NOT BE
VALID IN SOME JURISDICTIONS, SEE SECTION 8 FOR SPECIFIC PROVISIONS RELATED TO
OTHER JURISDICTIONS WHICH MAY BE APPLICABLE TO YOU.
7.5.10 SDK: LIMITATION OF LIABILITY: TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT NEITHER
FUTURE CORPORATION NOR ITS AFFILIATES, ITS SUPPLIERS SHALL BE LIABLE FOR ANY
LOSS, DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY SPECIAL, CONSEQUENTIAL,
INDIRECT, ECONOMIC OR INCIDENTAL DAMAGES, LOST TIME, LOST PROFITS OR LOST
SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, LOST DATA, OR TO
BUSINESS AND/OR PERSONAL REPUTATION, PERSONAL INJURY (INCLUDING DEATH) OR
FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY ARISING FROM YOUR
USE OF THE SDK OR FUTURE CORPORATION EXTENSIONS OR DAMAGE ARISING FROM YOUR
PARTICIPATION IN HOSTING OR USE OF THIRD PARTY PRODUCTS, HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY, EVEN IF FUTURE CORPORATION AND ITS AFFILIATES AND/OR A
FUTURE CORPORATION REPRESENTATIVE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
LOSS, DAMAGES, CLAIMS OR COSTS. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
FUTURE CORPORATION’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND ITS
SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE
AMOUNT PAID FOR THIS SDK LICENSE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN
THE EVENT OF A FUNDAMENTAL, MATERIAL OR SERIOUS BREACH OR A BREACH OF THE
FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. THIS LIMITATION OF LIABILITY
MAY NOT BE VALID IN SOME JURISDICTIONS AND MAY NOT APPLY TO YOU, SEE SECTION 8
FOR SPECIFIC PROVISIONS RELATED TO OTHER JURISDICTIONS WHICH MAY BE APPLICABLE
TO YOU.
7.5.11 SDK: TERMINATION: This
Agreement is effective until terminated. You may terminate this Agreement at
any time by permanently destroying all copies of the SDK and Future Corporation
Extensions and providing written notice to Future Corporation. Future
Corporation may terminate this Agreement at any time for your breach of this
Agreement. Unauthorised copying of the SDK or Future Corporation Extensions or
the accompanying documentation or otherwise failing to comply with the License
Grant of this Agreement will result in automatic termination of this Agreement
and will make available to Future Corporation all other legal remedies. You
agree and acknowledge that your fundamental, material, or serious breach of
this Agreement shall cause Future Corporation, its Affiliates and its Suppliers
irreparable harm for which monetary damages alone would be inadequate and that,
to the extent permitted by applicable law, Future Corporation, its Affiliates
and/or its Suppliers shall be entitled to injunctive or equitable relief
without the need for posting a bond. Upon termination of this Agreement, the
License granted herein will terminate and you must immediately and permanently
destroy the SDK and accompanying documentation, and all backup copies thereof.
7.5.12 SDK: INDEMNIFICATION: You agree to indemnify and hold Future Corporation and its
Affiliates harmless from and against any and all costs, liabilities, claims, or
demands, including legal fees (on a solicitor and own client basis) that
arise or result from the use, reproduction or distribution of your Software
Application Software, documentation, or promotional or sales materials.
PART III
8. COUNTRY SPECIFIC TERMS IN ADDENDUM TO THIS LICENSE
If you obtained the Software from Future Corporation
or its Affiliate in a country listed below, and such country is your usual
domicile, then Sections 2.8, 2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.9, 2.10, 3.6, 5.1.3,
5.1.4, 7.2.4, 7.2.5, 7.3.2, 7.3.3, 7.5.9, and 7.5.10 (above) and other warranty
and disclaimer provisions contained in this License (including all sections in
addendum), are to the extent inconsistent with these sections, replaced,
amended or appended to by the country specific terms in addendum to this
Agreement, as set forth below:
8.1 THE AMERICAS
8.1.1 PERU
8.1.1.1 PERU: LIMITATION
OF LIABILITY: FOR SECTIONS 2.10, 5.1.4, 7.2.5, 7.3.3 AND 7.5.10 (ABOVE): THE
FOLLOWING IS ADDED AT THE END OF THIS SECTION:
In accordance with Article 1328 of the Peruvian Civil
Code, the limitations and exclusions specified in this section will not apply
to damages caused by Future Corporation’s wilful misconduct (“dolo”) or gross
negligence (“culpa inexcusable”).
8.1.2 UNITED STATES OF AMERICA (“UNITED STATES”)
8.1.2.1 GENERAL PROVISIONS: Section 3: The following replaces section 3.6 in its entirety:
LIMITATION TO BRING AN ACTION: You acknowledge and agree that neither will
Future Corporation and its Affiliates, or will you, bring a legal action under
this Agreement more than two (2) years after the cause of action arose unless
otherwise provided by local law without the possibility of contractual waiver
or limitation.
8.1.2.2 GENERAL PROVISIONS FOR SECTION 3 (ABOVE): THE FOLLOWING IS ADDED AT THE END OF THIS SECTION:
8.1.2.3 EXPORT RULES: You agree that the Software will not be shipped, transferred,
transmitted, or exported into any country or used in any manner prohibited by
the United States Export Administration Regulations or any other United States
export laws, restrictions, or regulations (collectively the “US Export Laws”).
If the Software is identified as an export controlled item under such US Export
Laws, you represent and warrant to Future Corporation and its Affiliates that
(i) you are not a citizen, national or resident of, and are not under the
control of, the government of: Cuba, Iran, North Korea, Sudan, Syria, Russian
Federation, or any other country to which the United States has prohibited
export under such US Export Laws; (ii) you will not download, transmit or
otherwise export the Software, directly or indirectly, to or into the countries
mentioned in clause (i) or to citizens, nationals or residents of those
countries; (iii) you are not listed in the United States Department of Treasury
lists of Specially Designated: Narcotic Traffickers, Nationals and/or
Terrorists, or the United States Department of Commerce Table of Denial Orders;
and (iv) you will not download, transmit or otherwise export the Software,
directly or indirectly, to persons on the lists mentioned in clause (iii). In
addition, you are responsible for complying with any local laws in your
jurisdiction which may impact your right to import, export or use the Software.
If Future Corporation or its Affiliates have knowledge that a violation has
occurred, we may be prohibited from providing updates, upgrades and/or support
for the Software.
8.1.2.4 EXPRESS RESTRICTIONS: You represent and warrant to Future Corporation that you will not use
the Software for and will not allow the Software to be used for, any purposes
prohibited by United States law, including, without limitation, for the
development, design, manufacture, or production of nuclear, chemical, or
biological weapons of mass destruction.
8.1.2.5 RIGHTS FORFEITED: All
rights to use the Software are granted on condition that such rights are
forfeited if you fail to comply with the terms of this Agreement.
8.1.2.6 NOTICE TO GOVERNMENT END USERS: You hereby agree that when licensing the Software for acquisition by the
US Government, or any contractor therefor, you will license consistent with the
policies set forth in the United States Code of Federal Regulations (“C.F.R.”)
and in 48 C.F.R. Section 12.212 (for civilian agencies) and 48 C.F.R. Sections
227.7202‑1 and 227.7202‑4 (for the Department of Defense). For US Government End Users, Future
Corporation and its Affiliates agree to comply with all applicable equal
opportunity laws including, if practicable, the provisions of Executive Order
11246, as amended, under Section 402 of the Vietnam Era Veterans Readjustment
Assistance Act of 1974 (38 USC 4212), and Section 503 of the Rehabilitation Act
of 1973, as amended, and the regulations at 41 CFR Parts 60‑1 through 60‑60, 60‑250, and 60‑741. The
affirmative action clause and regulations contained in the preceding sentence
will be incorporated by reference into this Agreement.
8.1.2.7 COMMERCIAL ITEMS:
For US Government End Users, the Software is a “Commercial Item(s),” as that
term is defined at 48 C.F.R. Section 2.101, consisting of “Commercial Computer
Software” and “Commercial Computer Software Documentation,” as such terms are
used in 48 C.F.R. Section 12.212 or 48 C.F.R. Section 227.7202, as applicable.
Consistent with 48 C.F.R. Section 12.212 or 48 C.F.R. Sections 227.7202‑1 through
227.7202‑4, as applicable, the Commercial Computer Software and Commercial
Computer Software Documentation are being licensed to US Government end users
(i) only as Commercial Items and (ii) with only those rights as are granted to
all other end users pursuant to the terms and conditions herein. Unpublished
rights reserved under the copyright laws of the US
8.2 ASIA
8.2.1 INDIA: LIMITATION
OF LIABILITY: FOR EACH SECTION 2.10, 5.1.4, 7.2.5, 7.3.3 AND 7.5.10 (ABOVE),
THE FOLLOWING SECTION 8.2.1.1 AND SECTIONS 8.2.1.2, 8.2.1.3, 8.2.1.4 AND
8.2.1.5 REPLACES EACH SECTION IN ITS ENTIRETY AS SET FORTH BELOW:
8.2.1.1 LIMITATION OF LIABILITY: EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE, IN NO EVENT WILL FUTURE
CORPORATION AND ITS AFFILIATES BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS
OR COSTS WHATSOEVER INCLUDING ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR
INCIDENTAL DAMAGES, LOST TIME, LOST PROFITS OR LOST SAVINGS, ANY DAMAGES
RESULTING FROM BUSINESS INTERRUPTION, LOST DATA, OR TO BUSINESS AND/OR PERSONAL
REPUTATION, PERSONAL INJURY (INCLUDING DEATH) OR FAILURE TO MEET ANY DUTY OF
CARE, OR CLAIMS BY A THIRD PARTY ARISING FROM THIS AGREEMENT, EVEN IF FUTURE
CORPORATION AND ITS AFFILIATES AND/OR A FUTURE CORPORATION REPRESENTATIVE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS, EXCEPT
WHERE LIABILITY FOR BODILY INJURY (INCLUDING DEATH) OR DAMAGE TO REAL PROPERTY
AND TANGIBLE PERSONAL PROPERTY WILL BE LIMITED TO THAT CAUSED BY FUTURE
CORPORATION’S NEGLIGENCE. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE
EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. FUTURE CORPORATION’S
AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES AND ITS SUPPLIERS UNDER OR IN
CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS
LICENSE, IF ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL,
MATERIAL OR SERIOUS BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF
THIS AGREEMENT. FUTURE CORPORATION IS ACTING ON BEHALF OF ITS AFFILIATES AND ITS
SUPPLIERS FOR THE PURPOSE OF DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS,
WARRANTIES AND LIABILITY WITH RESPECT TO THIS LICENSE ONLY AND FOR NO OTHER
PURPOSE OR RESPECT.
8.2.1.2 For the
purposes of section 5.1.4 which is replaced in its entirety by section 8.2.1.1
by section 8.2.1 (above), the following words from section 8.2.1.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM YOUR
USE OF, OR GETTING, OR SOURCING TECHNICAL SUPPORT”; and (ii) the following
words: “SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are
entirely replaced with: “SHALL BE LIMITED TO THE AMOUNT PAID FOR TECHNICAL
SUPPORT, IF ANY.”; and,
8.2.1.3 For the
purposes of section 7.2.5 which is replaced in its entirety by section 8.2.1.1
by section 8.2.1 (above), the following words from section 8.2.1.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM USE OF
THE BETA SOFTWARE”; and (ii) the following words: “SHALL BE LIMITED TO THE
AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL BE
LIMITED TO THE AMOUNT PAID FOR THE BETA SOFTWARE, IF ANY.”; and,
8.2.1.4 For the
purposes of section 7.3.3 which is replaced in its entirety by section 8.2.1.1
by section 8.2.1 (above), the following words from section 8.2.1.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM USE OF
THE DEMONSTRATION SOFTWARE”; and (ii) the following words: “SHALL BE LIMITED TO
THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL
BE LIMITED TO THE AMOUNT PAID FOR THE DEMONSTRATION SOFTWARE, IF ANY.”; and,
8.2.1.5 For the
purposes of section 7.5.10 which is replaced in its entirety by section 8.2.1.1
by section 8.2.1 (above), the following words from section 8.2.1.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM YOUR
USE OF THE SDK OR FUTURE CORPORATION EXTENSIONS OR DAMAGE ARISING FROM YOUR
PARTICIPATION IN HOSTING OR USE OF THIRD PARTY PRODUCTS, HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY”; and (ii) the following words: “SHALL BE LIMITED TO
THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL
BE LIMITED TO THE AMOUNT PAID FOR THIS SDK LICENSE, IF ANY.”;
8.2.1.6 INDIA: GENERAL
PROVISIONS: For Section 3 (above): The following replaces section 3.6 in its
entirety: LIMITATION TO BRING AN ACTION: You acknowledge and agree that neither
will Future Corporation and its Affiliates, or will you, bring a legal action
under this Agreement more than three (3) years after the cause of action arose
unless otherwise provided by local law without the possibility of contractual
waiver or limitation.
8.2.2 JAPAN: GENERAL
PROVISIONS: FOR SECTION 3 (ABOVE), THE FOLLOWING IS ADDED TO THE END OF THIS
SECTION
8.2.2.1 NEGOTIATION: Any
doubts concerning this Agreement will be initially resolved between us in good
faith and in accordance with the principle of mutual trust.
8.2.3 MALAYSIA: LIMITATION
OF LIABILITY: FOR EACH SECTION 2.10, 5.1.4, 7.2.5, 7.3.3 AND 7.5.10 (ABOVE),
THE FOLLOWING SECTION 8.2.3.1 AND SECTIONS 8.2.3.2, 8.2.3.3, 8.2.3.4 AND
8.2.3.5 REPLACES EACH SECTION IN ITS ENTIRETY AS SET FORTH BELOW:
8.2.3.1 LIMITATION OF LIABILITY: EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE, IN NO EVENT WILL FUTURE
CORPORATION AND ITS AFFILIATES BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS
OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL
DAMAGES, LOST TIME, LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM BUSINESS
INTERRUPTION, LOST DATA, OR TO BUSINESS AND/OR PERSONAL REPUTATION, PERSONAL
INJURY (INCLUDING DEATH) OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A
THIRD PARTY ARISING FROM THIS AGREEMENT, EVEN IF FUTURE CORPORATION AND ITS
AFFILIATES AND/OR A FUTURE CORPORATION REPRESENTATIVE HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING LIMITATIONS
AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR
JURISDICTION. FUTURE CORPORATION’S AGGREGATE LIABILITY AND THAT OF ITS
AFFILIATES AND ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL
BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF ANY. THIS LIMITATION WILL
APPLY EVEN IN THE EVENT OF A FUNDAMENTAL, MATERIAL OR SERIOUS BREACH OR A BREACH
OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. FUTURE CORPORATION IS
ACTING ON BEHALF OF ITS AFFILIATES AND ITS SUPPLIERS FOR THE PURPOSE OF
DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS, WARRANTIES AND LIABILITY WITH
RESPECT TO THIS LICENSE ONLY AND FOR NO OTHER PURPOSE OR RESPECT.
8.2.3.2 For the
purposes of section 5.1.4 which is replaced in its entirety by section 8.2.3.1
by section 8.2.3 (above), the following words from section 8.2.3.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM YOUR
USE OF, OR GETTING, OR SOURCING TECHNICAL SUPPORT”; and (ii) the following
words: “SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are
entirely replaced with: “SHALL BE LIMITED TO THE AMOUNT PAID FOR TECHNICAL
SUPPORT, IF ANY.”; and,
8.2.3.3 For the
purposes of section 7.2.5 which is replaced in its entirety by section 8.2.3.1
by section 8.2.3 (above), the following words from section 8.2.3.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM USE OF
THE BETA SOFTWARE”; and (ii) the following words: “SHALL BE LIMITED TO THE
AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL BE
LIMITED TO THE AMOUNT PAID FOR THE BETA SOFTWARE, IF ANY.”; and,
8.2.3.4 For the purposes
of section 7.3.3 which is replaced in its entirety by section 8.2.3.1 by
section 8.2.3 (above), the following words from section 8.2.3.1: (i) “ARISING
FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM USE OF THE
DEMONSTRATION SOFTWARE”; and (ii) the following words: “SHALL BE LIMITED TO THE
AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL BE
LIMITED TO THE AMOUNT PAID FOR THE DEMONSTRATION SOFTWARE, IF ANY.”; and,
8.2.3.5 For the
purposes of section 7.5.10 which is replaced in its entirety by section 8.2.3.1
by section 8.2.3 (above), the following words from section 8.2.3.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM YOUR
USE OF THE SDK OR FUTURE CORPORATION EXTENSIONS OR DAMAGE ARISING FROM YOUR
PARTICIPATION IN HOSTING OR USE OF THIRD PARTY PRODUCTS, HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY”; and (ii) the following words: “SHALL BE LIMITED TO
THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL
BE LIMITED TO THE AMOUNT PAID FOR THIS SDK LICENSE, IF ANY.”.
8.2.4 PEOPLE’S REPUBLIC OF CHINA: GENERAL PROVISIONS: FOR SECTION 3 ABOVE: THE FOLLOWING IS ADDED TO THE
END OF THIS SECTION:
8.2.4.1 BANK CHARGES: All
banking charges incurred in the People’s Republic of China will be borne by you
and those incurred outside the People’s Republic of China will be borne by
Future Corporation and its Affiliates.
8.2.5 PHILIPPINES: LIMITATION
OF LIABILITY: FOR EACH SECTION 2.10, 5.1.4, 7.2.5, 7.3.3 AND 7.5.10 (ABOVE),
THE FOLLOWING SECTION 8.2.5.1 AND SECTIONS 8.2.5.2, 8.2.5.3, 8.2.5.4 AND
8.2.5.5 REPLACES EACH SECTION IN ITS ENTIRETY AS SET FORTH BELOW:
8.2.5.1 LIMITATION OF LIABILITY: EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE, IN NO EVENT WILL FUTURE
CORPORATION AND ITS AFFILIATES BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS
OR COSTS WHATSOEVER INCLUDING ANY SPECIAL (INCLUDING NOMINAL AND EXEMPLARY
DAMAGES), MORAL, INCIDENTAL, OR INDIRECT DAMAGES OR FOR ANY ECONOMIC
CONSEQUENTIAL DAMAGES, LOST TIME, LOST PROFITS OR LOST SAVINGS, ANY DAMAGES
RESULTING FROM BUSINESS INTERRUPTION, LOST DATA, OR TO BUSINESS AND/OR PERSONAL
REPUTATION, PERSONAL INJURY (INCLUDING DEATH) OR FAILURE TO MEET ANY DUTY OF
CARE, OR CLAIMS BY A THIRD PARTY ARISING FROM THIS AGREEMENT, EVEN IF FUTURE
CORPORATION AND ITS AFFILIATES AND/OR A FUTURE CORPORATION REPRESENTATIVE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE
FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE
LAW IN YOUR JURISDICTION. FUTURE CORPORATION’S AGGREGATE LIABILITY AND THAT OF
ITS AFFILIATES AND ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT
SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF ANY. THIS LIMITATION
WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL, MATERIAL OR SERIOUS BREACH OR A
BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. FUTURE
CORPORATION IS ACTING ON BEHALF OF ITS AFFILIATES AND ITS SUPPLIERS FOR THE
PURPOSE OF DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS, WARRANTIES AND
LIABILITY WITH RESPECT TO THIS LICENSE ONLY AND FOR NO OTHER PURPOSE OR
RESPECT.
8.2.5.2 For the
purposes of section 5.1.4 which is replaced in its entirety by section 8.2.5.1
by section 8.2.5 (above), the following words from section 8.2.5.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM YOUR
USE OF, OR GETTING, OR SOURCING TECHNICAL SUPPORT”; and (ii) the following
words: “SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are
entirely replaced with: “SHALL BE LIMITED TO THE AMOUNT PAID FOR TECHNICAL
SUPPORT, IF ANY.”; and,
8.2.5.3 For the
purposes of section 7.2.5 which is replaced in its entirety by section 8.2.5.1
by section 8.2.5 (above), the following words from section 8.2.5.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM USE OF
THE BETA SOFTWARE”; and (ii) the following words: “SHALL BE LIMITED TO THE
AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL BE
LIMITED TO THE AMOUNT PAID FOR THE BETA SOFTWARE, IF ANY.”; and,
8.2.5.4 For the
purposes of section 7.3.3 which is replaced in its entirety by section 8.2.5.1
by section 8.2.5 (above), the following words from section 8.2.5.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM USE OF
THE DEMONSTRATION SOFTWARE”; and (ii) the following words: “SHALL BE LIMITED TO
THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL
BE LIMITED TO THE AMOUNT PAID FOR THE DEMONSTRATION SOFTWARE, IF ANY.”; and,
8.2.5.5 For the
purposes of section 7.5.10 which is replaced in its entirety by section 8.2.5.1
by section 8.2.5 (above), the following words from section 8.2.5.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM YOUR
USE OF THE SDK OR FUTURE CORPORATION EXTENSIONS OR DAMAGE ARISING FROM YOUR
PARTICIPATION IN HOSTING OR USE OF THIRD PARTY PRODUCTS, HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY”; and (ii) the following words: “SHALL BE LIMITED TO
THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL
BE LIMITED TO THE AMOUNT PAID FOR THIS SDK LICENSE, IF ANY.”.
8.2.6 SINGAPORE: LIMITATION
OF LIABILITY: FOR EACH SECTION 2.10, 5.1.4, 7.2.5, 7.3.3 AND 7.5.10 (ABOVE),
THE FOLLOWING SECTION 8.2.6.1 AND SECTIONS 8.2.6.3, 8.2.6.4, 8.2.6.5 AND
8.2.6.6 REPLACES EACH SECTION IN ITS ENTIRETY AS SET FORTH BELOW:
8.2.6.1 LIMITATION OF LIABILITY: EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE, IN NO EVENT WILL FUTURE
CORPORATION AND ITS AFFILIATES BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS
OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT OR INCIDENTAL
DAMAGES, LOST TIME, LOST PROFITS OR LOST SAVINGS, ANY DAMAGES RESULTING FROM
BUSINESS INTERRUPTION, LOST DATA, OR TO BUSINESS AND/OR PERSONAL REPUTATION,
PERSONAL INJURY (INCLUDING DEATH) OR FAILURE TO MEET ANY DUTY OF CARE, OR
CLAIMS BY A THIRD PARTY ARISING FROM THIS AGREEMENT, EVEN IF FUTURE CORPORATION
AND ITS AFFILIATES AND/OR A FUTURE CORPORATION REPRESENTATIVE HAVE BEEN ADVISED
OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS. THE FOREGOING
LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN
YOUR JURISDICTION. FUTURE CORPORATION’S AGGREGATE LIABILITY AND THAT OF ITS
AFFILIATES AND ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL
BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF ANY. THIS LIMITATION WILL
APPLY EVEN IN THE EVENT OF A FUNDAMENTAL, MATERIAL OR SERIOUS BREACH OR A
BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT. FUTURE
CORPORATION IS ACTING ON BEHALF OF ITS AFFILIATES AND ITS SUPPLIERS FOR THE
PURPOSE OF DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS, WARRANTIES AND
LIABILITY WITH RESPECT TO THIS LICENSE ONLY AND FOR NO OTHER PURPOSE OR
RESPECT.
8.2.6.2 SUBJECT TO
THE RIGHTS PROVIDED TO FUTURE CORPORATION’S SUPPLIERS AS PROVIDED IN SECTION
8.2.6.1 (ABOVE) (LIMITATION OF LIABILITY), A PERSON WHO IS NOT A PARTY TO THIS
AGREEMENT SHALL HAVE NO RIGHT UNDER THE CONTRACTS (RIGHT OF THIRD PARTIES) ACT
TO ENFORCE ANY OF ITS TERMS.
8.2.6.3 For
the purposes of section 5.1.4 which is replaced in its entirety by section
8.2.6.1 by section 8.2.6 (above), the following words from section 8.2.6.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM YOUR
USE OF, OR GETTING, OR SOURCING TECHNICAL SUPPORT”; and (ii) the following words:
“SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely
replaced with: “SHALL BE LIMITED TO THE AMOUNT PAID FOR TECHNICAL SUPPORT, IF
ANY.”; and,
8.2.6.4 For the
purposes of section 7.2.5 which is replaced in its entirety by section 8.2.6.1
by section 8.2.6 (above), the following words from section 8.2.6.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM USE OF
THE BETA SOFTWARE”; and (ii) the following words: “SHALL BE LIMITED TO THE
AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL BE
LIMITED TO THE AMOUNT PAID FOR THE BETA SOFTWARE, IF ANY.”; and,
8.2.6.5 For the
purposes of section 7.3.3 which is replaced in its entirety by section 8.2.6.1
by section 8.2.6 (above), the following words from section 8.2.6.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM USE OF
THE DEMONSTRATION SOFTWARE”; and (ii) the following words: “SHALL BE LIMITED TO
THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL
BE LIMITED TO THE AMOUNT PAID FOR THE DEMONSTRATION SOFTWARE, IF ANY.”; and,
8.2.6.6 For the
purposes of section 7.5.10 which is replaced in its entirety by section 8.2.6.1
by section 8.2.6 (above), the following words from section 8.2.6.1: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM YOUR
USE OF THE SDK OR FUTURE CORPORATION EXTENSIONS OR DAMAGE ARISING FROM YOUR
PARTICIPATION IN HOSTING OR USE OF THIRD PARTY PRODUCTS, HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY”; and (ii) the following words: “SHALL BE LIMITED TO
THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL
BE LIMITED TO THE AMOUNT PAID FOR THIS SDK LICENSE, IF ANY.”.
8.2.7 TAIWAN: LIMITED
WARRANTY: SECTION 2.8 AND SECTION 2.8.3 (ABOVE) IS DELETED.
8.3 EUROPEAN UNION
8.3.1 EUROPEAN CONSUMERS (NATURAL PERSONS): IF YOU ARE (I) AN INDIVIDUAL CONSUMER, AND (II) OBTAINED THE SOFTWARE IN
THE EUROPEAN ECONOMIC AREA (HEREAFTER “EEA”), AND (III) YOU USUALLY RESIDE IN THE
EEA, AND (IV) IT IS NOT MORE THAN TWO (2) YEARS SINCE YOU PURCHASED THE
SOFTWARE LICENSE APPLICABLE TO THIS AGREEMENT, AND (V) THERE IS A VERIFIED
DEFECT IN THE SOFTWARE (AND HAS BEEN CORRECTLY INSTALLED AND NOT INTERFERED
WITH BY THIRD PARTY SOFTWARE SUCH AS ANTIVIRUS), YOU MAY REQUEST FROM FUTURE
CORPORATION EITHER A REFUND OR A REPAIRED OR REPLACEMENT COPY OF THE SOFTWARE.
YOU MUST PROVIDE PROOF OF PURCHASE AND IN THE EVENT YOUR WARRANTY DETAILS ARE
SUBSTANTIATED, FUTURE CORPORATION WILL MEET YOUR REQUEST FOR EITHER (I)
REPAIRED, OR (II) REPLACEMENT SOFTWARE, UNLESS IT IS UNREASONABLE FOR FUTURE
CORPORATION TO DO SO, IN WHICH CASE FUTURE CORPORATION WILL PROVIDE YOU WITH A
REFUND. THIS WARRANTY DOES NOT APPLY TO BETA, DEMO, DEMONSTRATION, EVALUATION, FREE-TRIAL,
PRE-RELEASE, PRODUCT SAMPLER, TRY-OUT, SDK, OR NOT FOR RESALE VERSIONS OF THE
SOFTWARE, OR TO THE EXTENT THE SOFTWARE FAILS TO PERFORM BECAUSE IT HAS BEEN
ALTERED BY YOU. FOR WARRANTY ASSISTANCE, PLEASE CONTACT FUTURE SUPPORT:
https://future.support/.
8.3.2 NO MODIFICATIONS: NOTHING
INCLUDED IN THIS AGREEMENT (INCLUDING SECTION 2.7.2 ABOVE) SHALL LIMIT ANY
NON-WAIVABLE RIGHT TO DECOMPILE THE SOFTWARE UNDER APPLICABLE LAW. IF YOU ARE
LOCATED IN THE EUROPEAN UNION, YOU MAY HAVE THE RIGHT UNDER CERTAIN CONDITIONS
SPECIFIED IN THE APPLICABLE LAW TO DECOMPILE THE SOFTWARE IF IT IS NECESSARY TO
DO SO IN ORDER TO ACHIEVE INTEROPERABILITY WITH ANOTHER SOFTWARE OR APP. YOU
MUST FIRST ASK FUTURE CORPORATION IN WRITING TO PROVIDE THE INFORMATION
NECESSARY TO ACHIEVE SUCH OPERABILITY AND FUTURE CORPORATION HAS NOT MADE SUCH
INFORMATION AVAILABLE. FURTHERMORE, ANY DECOMPILATION MAY ONLY BE PERFORMED BY
YOU OR SOMEONE ELSE ENTITLED TO USE A COPY OF THE SOFTWARE ON YOUR BEHALF.
FUTURE CORPORATION HAS THE RIGHT TO IMPOSE REASONABLE CONDITIONS BEFORE
PROVIDING SAID INFORMATION. ANY INFORMATION SUPPLIED BY FUTURE CORPORATION OR
OBTAINED BY YOU, AS PERMITTED HEREUNDER, MAY ONLY BE USED BY YOU FOR THE
PURPOSE DESCRIBED HEREIN AND MAY NOT BE DISCLOSED TO ANOTHER OR THIRD PARTY OR
USED TO CREATE ANY SOFTWARE THAT IS SUBSTANTIALLY SIMILAR TO THE SOFTWARE OR
USED FOR ANY OTHER ACT THAT INFRINGES THE COPYRIGHT OF FUTURE CORPORATION
AND/OR ITS SUPPLIERS.
8.3.3 LIMITED WARRANTY: FOR SECTION 2.8 THROUGH 2.8.4 INCLUSIVE (ABOVE): THE FOLLOWING IS ADDED
TO THE END OF THIS SECTION:
8.3.3.1 CONSUMER RIGHTS: IN
THE EUROPEAN UNION, CONSUMERS HAVE LEGAL RIGHTS UNDER APPLICABLE NATIONAL
LEGISLATION GOVERNING THE SALE OF CONSUMER GOODS. SUCH RIGHTS ARE NOT AFFECTED
BY THE LIMITED WARRANTY PROVISION SET OUT AT SECTION 2.8 THROUGH 2.8.4 (ABOVE)
INCLUSIVE OF THIS AGREEMENT. THE TERRITORIAL SCOPE OF THE LIMITED WARRANTY IS
WORLDWIDE.
8.3.4 AUSTRIA, DENMARK, FINLAND, GREECE, ITALY,
NETHERLANDS, NORWAY, PORTUGAL, SPAIN, SWEDEN, AND SWITZERLAND: LIMITATION OF LIABILITY: FOR EACH SECTION 2.10, 5.1.4, 7.2.5, 7.3.3 AND
7.5.10 (ABOVE), THE FOLLOWING SECTIONS 8.3.2.1, 8.3.2.2 AND 8.3.2.3 REPLACES
EACH SECTION IN ITS ENTIRETY AS SET FORTH BELOW:
8.3.4.1 EXCEPT AS
OTHERWISE PROVIDED BY MANDATORY LAW: FUTURE CORPORATION’S LIABILITY FOR ANY
DAMAGES AND LOSSES THAT MAY ARISE AS A CONSEQUENCE OF THE FULFILMENT OF ITS
OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR DUE TO ANY OTHER
CAUSE RELATED TO THIS AGREEMENT IS LIMITED TO THE COMPENSATION OF ONLY THOSE
DAMAGES AND LOSSES PROVED AND ACTUALLY ARISING AS AN IMMEDIATE AND DIRECT
CONSEQUENCE OF THE NON-FULFILMENT OF SUCH OBLIGATIONS (IF FUTURE CORPORATION IS
AT FAULT) OR OF SUCH CAUSE, FOR A MAXIMUM AMOUNT EQUAL TO THE CHARGES YOU PAID
FOR THE SOFTWARE LICENSE.
THE ABOVE LIMITATION SHALL NOT APPLY TO DAMAGES FOR
BODILY INJURIES (INCLUDING DEATH) AND DAMAGES TO REAL PROPERTY AND TANGIBLE
PERSONAL PROPERTY FOR WHICH FUTURE CORPORATION IS LEGALLY LIABLE.
8.3.4.2 UNDER NO
CIRCUMSTANCES IS FUTURE CORPORATION AND ITS AFFILIATES, LIABLE FOR ANY OF THE
FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: (I) LOSS OF, OR DAMAGE TO,
DATA; (II) INCIDENTAL OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL
DAMAGES; (III) LOST PROFITS, EVEN IF THEY ARISE AS AN IMMEDIATE CONSEQUENCE OF
THE EVENT THAT GENERATED THE DAMAGES; OR (IV) LOSS OF BUSINESS, REVENUE,
GOODWILL, OR ANTICIPATED SAVINGS.
8.3.4.3 THE
LIMITATION AND EXCLUSION OF LIABILITY HEREIN AGREED APPLIES NOT ONLY TO THE
ACTIVITIES PERFORMED BY FUTURE CORPORATION BUT ALSO TO THE ACTIVITIES PERFORMED
BY ITS AFFILIATES AND ITS SUPPLIERS AND REPRESENTS THE MAXIMUM AMOUNT FOR WHICH
FUTURE CORPORATION AND ITS AFFILIATES, ARE COLLECTIVELY RESPONSIBLE.
8.3.5 FRANCE AND BELGIUM: LIMITATION OF LIABILITY: FOR EACH SECTION 2.10, 5.1.4, 7.2.5, 7.3.3 AND
7.5.10 (ABOVE), THE FOLLOWING SECTIONS 8.3.3.1, 8.3.3.2 AND 8.3.3.3 REPLACES
EACH SECTION IN ITS ENTIRETY AS SET FORTH BELOW:
8.3.5.1 EXCEPT AS
OTHERWISE PROVIDED BY MANDATORY LAW: FUTURE CORPORATION’S LIABILITY FOR ANY
DAMAGES AND LOSSES THAT MAY ARISE AS A CONSEQUENCE OF THE FULFILMENT OF ITS
OBLIGATIONS UNDER OR IN CONNECTION WITH THIS AGREEMENT IS LIMITED TO THE
COMPENSATION OF ONLY THOSE DAMAGES AND LOSSES PROVED AND ACTUALLY ARISING AS AN
IMMEDIATE AND DIRECT CONSEQUENCE OF THE NON-FULFILMENT OF SUCH OBLIGATIONS (IF
FUTURE CORPORATION IS AT FAULT), FOR A MAXIMUM AMOUNT EQUAL TO THE CHARGES YOU
PAID FOR THE SOFTWARE LICENSE THAT HAS CAUSED THE DAMAGES.
THE ABOVE LIMITATION SHALL NOT APPLY TO DAMAGES FOR
BODILY INJURIES (INCLUDING DEATH) AND DAMAGES TO REAL PROPERTY AND TANGIBLE
PERSONAL PROPERTY FOR WHICH FUTURE CORPORATION IS LEGALLY LIABLE.
8.3.5.2 UNDER NO
CIRCUMSTANCES IS FUTURE CORPORATION AND ITS AFFILIATES, LIABLE FOR ANY OF THE
FOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: (I) LOSS OF, OR DAMAGE TO,
DATA; (II) INCIDENTAL OR INDIRECT DAMAGES, OR FOR ANY ECONOMIC CONSEQUENTIAL
DAMAGES; (III) LOST PROFITS, EVEN IF THEY ARISE AS AN IMMEDIATE CONSEQUENCE OF
THE EVENT THAT GENERATED THE DAMAGES; OR (IV) LOSS OF BUSINESS, REVENUE,
GOODWILL, OR ANTICIPATED SAVINGS.
8.3.5.3 THE
LIMITATION AND EXCLUSION OF LIABILITY HEREIN AGREED APPLIES NOT ONLY TO THE
ACTIVITIES PERFORMED BY FUTURE CORPORATION BUT ALSO TO THE ACTIVITIES PERFORMED
BY ITS AFFILIATES AND ITS SUPPLIERS AND REPRESENTS THE MAXIMUM AMOUNT FOR WHICH
FUTURE CORPORATION AND ITS AFFILIATES, ARE COLLECTIVELY RESPONSIBLE.
8.3.6 AUSTRIA: LIMITED
WARRANTY: FOR EACH SECTION 2.8, 2.8.1, 2.8.2, 2.8.3, 2.8.4, 5.1.3, 7.2.4, 7.3.2
AND 7.5.9 (ABOVE), THE FOLLOWING SECTIONS 8.3.4.1, 8.3.4.2, 8.3.4.3 AND 8.3.4.4
REPLACES THESE SECTIONS IN THEIR ENTIRETY AS SET FORTH BELOW:
8.3.6.1 LIMITED WARRANTY: FUTURE CORPORATION WARRANTS TO THE INDIVIDUAL OR LEGAL ENTITY THAT FIRST
PURCHASES A LICENSE FOR THE SOFTWARE FOR USE PURSUANT TO THE TERMS OF THIS
AGREEMENT THAT FOR NORMAL USE THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN
ACCORDANCE WITH THE SOFTWARE’S PUBLISHED FUNCTIONALITY AND WILL BE FREE FROM DEFECT
IN MATERIALS AND WORKMANSHIP FOR ONE (1) YEAR FOR BUSINESS USERS AND TWO (2)
YEARS FOR INDIVIDUAL USERS FROM THE DATE OF PURCHASE ONLY WHEN USED WITH THE
RECOMMENDED OPERATING SYSTEM AND HARDWARE CONFIGURATION FOR THE SOFTWARE AS SET
OUT IN THE SOFTWARE’S DOCUMENTATION AND/OR AT FUTURE CORPORATION’S INTERNET
SITE.
8.3.6.2 EXCLUSIONS FROM WARRANTY: THIS LIMITED WARRANTY DOES NOT APPLY TO: BETA, DEMONSTRATION,
EVALUATION, FREE-TRIAL, PRE-RELEASE, PRODUCT SAMPLER, TRY-OUT, SDK, OR NOT FOR
RESALE VERSIONS OF THE SOFTWARE OR FUTURE CORPORATION ONLINE SERVICES, FUTURE
CORPORATION TECHNICAL SUPPORT, FUTURE CORPORATION LIVE UPDATE, FUTURE CORPORATION
INTERNET SITES, OR THE SOFTWARE’S INTERACTIVE AGENTS. THIS WARRANTY DOES NOT
COVER PROBLEMS CAUSED BY: (A) YOUR ACTS OR OMISSIONS (FAILURES TO ACT); AND/OR
(B) THE ACTS OF OTHERS (INCLUDING THIRD PARTIES); AND/OR (C) MALICIOUS SOFTWARE
(INCLUDING BUT NOT LIMITED TO MALWARE, TROJANS, VIRUSES OR WORMS); AND/OR (D)
INCORRECTLY OR IMPROPERLY CONFIGURED THIRD PARTY SOFTWARE (INCLUDING BUT NOT
LIMITED TO THE OPERATING SYSTEM, ANTIVIRUS AND/OR ANY INTERNAL OR EXTERNAL
NETWORK); AND/OR (E) EVENTS BEYOND FUTURE CORPORATION’S REASONABLE CONTROL.
FURTHER YOU ACKNOWLEDGE AND AGREE THAT INSUBSTANTIAL OR MINOR VARIATION OF
PERFORMANCE FROM THE SOFTWARE’S PUBLISHED FUNCTIONALITY OR YOUR INABILITY TO
CORRECTLY USE THE SOFTWARE OR OPERATING SYSTEM (COMPUTER ILLITERACY) DOES NOT
ON ITS OWN ESTABLISH A WARRANTY RIGHT.
8.3.6.3 REMEDY FOR BREACH OF WARRANTY: FUTURE CORPORATION WILL REPAIR OR REPLACE THE SOFTWARE AT NO
CHARGE. IF FUTURE CORPORATION CANNOT REPAIR OR REPLACE IT, FUTURE CORPORATION
WILL REFUND THE AMOUNT SHOWN ON YOUR RECEIPT FOR THE SOFTWARE. FUTURE
CORPORATION WILL ALSO REPAIR OR REPLACE PATCHES, SERVICE PACKS, UPDATES,
UPGRADES AND CONVERSION SOFTWARE AT NO CHARGE. IF FUTURE CORPORATION CANNOT
REPAIR OR REPLACE THEM, IT WILL REFUND THE AMOUNT YOU PAID FOR THEM, IF ANY.
YOU MUST UNINSTALL AND WHERE APPLICABLE DEACTIVATE AND/OR DEREGISTER THE
SOFTWARE AND RETURN ANY MEDIA AND OTHER ASSOCIATED MATERIALS INCLUDING THE
HARDWARE SECURITY DEVICE (IF APPLICABLE) TO FUTURE CORPORATION WITH PROOF OF
PURCHASE TO OBTAIN A REFUND. THESE ARE YOUR ONLY REMEDIES FOR BREACH OF THE
LIMITED WARRANTY AND IS OUR SOLE OBLIGATION TO YOU, EXCEPT AS OTHERWISE
REQUIRED BY APPLICABLE STATUTORY LAW.
8.3.6.4 WARRANTY PROCEDURES: ALL WARRANTY CLAIMS MUST BE MADE, ALONG WITH PROOF OF PURCHASE, TO
THE FUTURE CORPORATION CUSTOMER SUPPORT DEPARTMENT WITHIN THE WARRANTY PERIOD
AS SET FORTH IN SECTION 8.3.4.1 (ABOVE). VISIT THE FUTURE CORPORATION CUSTOMER
SUPPORT PAGES FOR MORE INFORMATION ABOUT WARRANTY CLAIMS AT:
https://future.support/.
8.3.7 GERMANY: LIMITED
WARRANTY: FOR EACH SECTION 2.8, 2.8.1, 2.8.2, 2.8.3, 2.8.4, 5.1.3, 7.2.4, 7.3.2
AND 7.5.9 (ABOVE), THE FOLLOWING SECTIONS 8.3.5.1, 8.3.5.2, 8.3.5.3 AND 8.3.5.4
REPLACES THESE SECTIONS IN THEIR ENTIRETY AS SET FORTH BELOW:
8.3.7.1 LIMITED WARRANTY: FUTURE CORPORATION WARRANTS TO THE INDIVIDUAL OR LEGAL ENTITY THAT FIRST
PURCHASES A LICENSE FOR THE SOFTWARE FOR USE PURSUANT TO THE TERMS OF THIS
AGREEMENT THAT FOR NORMAL USE THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN
ACCORDANCE WITH THE SOFTWARE’S PUBLISHED FUNCTIONALITY AND WILL BE FREE FROM
DEFECT IN MATERIALS AND WORKMANSHIP FOR ONE (1) YEAR FOR BUSINESS USERS AND TWO
(2) YEARS FOR INDIVIDUAL USERS FROM THE DATE OF PURCHASE ONLY WHEN USED WITH THE
RECOMMENDED OPERATING SYSTEM AND HARDWARE CONFIGURATION FOR THE SOFTWARE AS SET
OUT IN THE SOFTWARE’S DOCUMENTATION AND/OR AT FUTURE CORPORATION’S INTERNET
SITE.
8.3.7.2 EXCLUSIONS FROM WARRANTY: THIS LIMITED WARRANTY DOES NOT APPLY TO: BETA, DEMONSTRATION,
EVALUATION, FREE-TRIAL, PRE-RELEASE, PRODUCT SAMPLER, TRY-OUT, SDK, OR NOT FOR
RESALE VERSIONS OF THE SOFTWARE OR FUTURE CORPORATION ONLINE SERVICES, FUTURE
CORPORATION TECHNICAL SUPPORT, FUTURE CORPORATION LIVE UPDATE, FUTURE
CORPORATION INTERNET SITES, OR THE SOFTWARE’S INTERACTIVE AGENTS. THIS WARRANTY
DOES NOT COVER PROBLEMS CAUSED BY: (A) YOUR ACTS OR OMISSIONS (FAILURES TO
ACT). AND/OR (B) THE ACTS OF OTHERS (INCLUDING THIRD PARTIES); AND/OR (C)
MALICIOUS SOFTWARE (INCLUDING BUT NOT LIMITED TO MALWARE, TROJANS, VIRUSES OR
WORMS); AND/OR (D) INCORRECTLY OR IMPROPERLY CONFIGURED THIRD PARTY SOFTWARE
(INCLUDING BUT NOT LIMITED TO THE OPERATING SYSTEM, ANTIVIRUS AND/OR ANY
INTERNAL OR EXTERNAL NETWORK). AND/OR (E) EVENTS BEYOND FUTURE CORPORATION’S REASONABLE
CONTROL. FURTHER YOU ACKNOWLEDGE AND AGREE THAT INSUBSTANTIAL OR MINOR
VARIATION OF PERFORMANCE FROM THE SOFTWARE’S PUBLISHED FUNCTIONALITY OR YOUR
INABILITY TO CORRECTLY USE THE SOFTWARE OR OPERATING SYSTEM (COMPUTER
ILLITERACY) DOES NOT ON ITS OWN ESTABLISH A WARRANTY RIGHT.
8.3.7.3 REMEDY FOR BREACH OF WARRANTY: FUTURE CORPORATION WILL REPAIR OR REPLACE THE SOFTWARE AT NO
CHARGE. IF FUTURE CORPORATION CANNOT REPAIR OR REPLACE IT, FUTURE CORPORATION
WILL REFUND THE AMOUNT SHOWN ON YOUR RECEIPT FOR THE SOFTWARE. FUTURE
CORPORATION WILL ALSO REPAIR OR REPLACE PATCHES, SERVICE PACKS, UPDATES,
UPGRADES AND CONVERSION SOFTWARE AT NO CHARGE. IF FUTURE CORPORATION CANNOT
REPAIR OR REPLACE THEM, IT WILL REFUND THE AMOUNT YOU PAID FOR THEM, IF ANY.
YOU MUST UNINSTALL AND WHERE APPLICABLE DEACTIVATE AND/OR DEREGISTER THE
SOFTWARE AND RETURN ANY MEDIA AND OTHER ASSOCIATED MATERIALS INCLUDING THE
HARDWARE SECURITY DEVICE (IF APPLICABLE) TO FUTURE CORPORATION WITH PROOF OF
PURCHASE TO OBTAIN A REFUND. THESE ARE YOUR ONLY REMEDIES FOR BREACH OF THE
LIMITED WARRANTY AND IS OUR SOLE OBLIGATION TO YOU, EXCEPT AS OTHERWISE
REQUIRED BY APPLICABLE STATUTORY LAW.
8.3.7.4 WARRANTY PROCEDURES: ALL WARRANTY CLAIMS MUST BE MADE, ALONG WITH PROOF OF PURCHASE, TO
THE FUTURE CORPORATION CUSTOMER SUPPORT DEPARTMENT WITHIN THE WARRANTY PERIOD
AS SET FORTH IN SECTION 8.3.5.1 (ABOVE). VISIT THE FUTURE CORPORATION CUSTOMER
SUPPORT PAGES FOR MORE INFORMATION ABOUT WARRANTY CLAIMS AT:
https://future.support/.
8.3.7.5 GERMANY: LIMITATION
OF LIABILITY: FOR EACH SECTION 2.10, 5.1.4, 7.2.5, 7.3.3 AND 7.5.10 (ABOVE):
THE FOLLOWING IS ADDED TO THE END OF THESE SECTIONS:
8.3.7.6 THE
LIMITATIONS AND EXCLUSIONS SPECIFIED IN THIS SECTION WILL NOT APPLY TO DAMAGES
CAUSED BY FUTURE CORPORATION AND ITS AFFILIATES INTENTIONALLY OR BY GROSS
NEGLIGENCE.
8.3.7.7 GERMANY: General
Provisions: For Section 3 (above): The following replaces section 3.6 in its
entirety: LIMITATION TO BRING AN ACTION: You acknowledge and agree with Future
Corporation and its Affiliates that any claims resulting from this Agreement
are subject to a statute of limitation of three (3) years, except as stated in
Section 8.3.5.1 (Limited Warranty) of this Agreement.
8.3.8 HUNGARY: LIMITATION
OF LIABILITY: FOR EACH SECTION 2.10, 5.1.4, 7.2.5, 7.3.3 AND 7.5.10 (ABOVE):
THE FOLLOWING IS ADDED TO THE END OF THESE SECTIONS:
8.3.8.1 THE
LIMITATION AND EXCLUSION SPECIFIED HEREIN SHALL NOT APPLY TO LIABILITY FOR A
BREACH OF CONTRACT DAMAGING LIFE, PHYSICAL WELL-BEING, OR HEALTH THAT HAS BEEN
CAUSED INTENTIONALLY, BY GROSS NEGLIGENCE, OR BY A CRIMINAL ACT.
8.3.8.2 THE
PARTIES ACCEPT THE LIMITATIONS OF LIABILITY AS VALID PROVISIONS AND STATE THAT
THE SECTION 314.(2) OF THE HUNGARIAN CIVIL CODE APPLIES AS THE ACQUISITION
PRICE AS WELL AS OTHER ADVANTAGES ARISING OUT OF THE PRESENT AGREEMENT BALANCE
THIS LIMITATION OF LIABILITY.
8.3.9 IRELAND: LIMITED
WARRANTY: FOR EACH SECTION 2.8, 2.8.1, 2.8.2, 2.8.3, 2.8.4, 5.1.3, 7.2.4, 7.3.2
AND 7.5.9 (ABOVE): THE FOLLOWING IS ADDED TO THE END OF THESE SECTIONS:
8.3.9.1 EXCEPT AS
EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, ALL STATUTORY CONDITIONS, INCLUDING
ALL WARRANTIES IMPLIED, BUT WITHOUT PREJUDICE TO THE GENERALITY OF THE
FOREGOING, ALL WARRANTIES IMPLIED BY THE SALE OF GOODS ACT 1893 OR THE SALE OF
GOODS AND SUPPLY OF SERVICES ACT 1980 ARE HEREBY EXCLUDED.
8.3.9.2 IRELAND: General
Provisions: For Section 3 (above), The following replaces section 3.6 in its
entirety: LIMITATION TO BRING AN ACTION: You acknowledge and agree with Future
Corporation and its Affiliates that any claims resulting from this Agreement
are subject to a statute of limitation of one (1) year, except as stated in
section 8.3.7.1 (Limited Warranty) of this Agreement.
8.3.9.3 IRELAND: LIMITATION
OF LIABILITY: FOR EACH SECTION 2.10, 5.1.4, 7.2.5, 7.3.3 AND 7.5.10 (ABOVE),
THE FOLLOWING SECTION 8.3.7.4 AND SECTIONS 8.3.7.5, 8.3.7.6, 8.3.7.7 AND
8.3.7.8 REPLACES EACH SECTION IN ITS ENTIRETY AS SET FORTH BELOW:
8.3.9.4 LIMITATION OF LIABILITY: EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE, IN NO EVENT WILL FUTURE
CORPORATION AND ITS AFFILIATES BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS
OR COSTS WHATSOEVER INCLUDING ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR
INCIDENTAL DAMAGES, LOST TIME, LOST PROFITS OR LOST SAVINGS, ANY DAMAGES
RESULTING FROM BUSINESS INTERRUPTION, LOST DATA, OR TO BUSINESS AND/OR PERSONAL
REPUTATION, PERSONAL INJURY (INCLUDING DEATH) OR FAILURE TO MEET ANY DUTY OF
CARE, OR CLAIMS BY A THIRD PARTY ARISING FROM THIS AGREEMENT, EVEN IF FUTURE
CORPORATION AND ITS AFFILIATES AND/OR A FUTURE CORPORATION REPRESENTATIVE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS.
NOTWITHSTANDING THE FOREGOING PARAGRAPH NOTHING IN THIS AGREEMENT SHALL LIMIT
OR EXCLUDE FUTURE CORPORATION’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED
BY FUTURE CORPORATION’S NEGLIGENCE OR IN RESPECT OF FRAUD OR OF ANY STATEMENTS
MADE FRAUDULENTLY BY FUTURE CORPORATION OR ITS AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES, CONTRACTORS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE
EXTENT PERMITTED BY APPLICABLE LAW IN IRELAND. FUTURE CORPORATION’S AGGREGATE
LIABILITY AND THAT OF ITS AFFILIATES AND ITS SUPPLIERS UNDER OR IN CONNECTION
WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF
ANY. THIS LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL, MATERIAL OR
SERIOUS BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS
AGREEMENT. FUTURE CORPORATION IS ACTING ON BEHALF OF ITS AFFILIATES AND ITS
SUPPLIERS FOR THE PURPOSE OF DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS,
WARRANTIES AND LIABILITY WITH RESPECT TO THIS LICENSE ONLY AND FOR NO OTHER
PURPOSE OR RESPECT AND IN NO EVENT WILL FUTURE CORPORATION BE LIABLE FOR ANY
CLAIMS, DEMANDS OR ACTIONS OF ANY NATURE BROUGHT BY ANY THIRD PARTY AGAINST
YOU.
8.3.9.5 For the
purposes of section 5.1.4 which is replaced in its entirety by section 8.3.7.4
by section 8.3.7.3 (above), the following words from section 8.3.7.4: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM YOUR
USE OF, OR GETTING, OR SOURCING TECHNICAL SUPPORT”; and (ii) the following
words: “SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are
entirely replaced with: “SHALL BE LIMITED TO THE AMOUNT PAID FOR TECHNICAL
SUPPORT, IF ANY.”; and,
8.3.9.6 For the
purposes of section 7.2.5 which is replaced in its entirety by section 8.3.7.4
by section 8.3.7.3 (above), the following words from section 8.3.7.4: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM USE OF
THE BETA SOFTWARE”; and (ii) the following words: “SHALL BE LIMITED TO THE
AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL BE
LIMITED TO THE AMOUNT PAID FOR THE BETA SOFTWARE, IF ANY.”; and,
8.3.9.7 For the
purposes of section 7.3.3 which is replaced in its entirety by section 8.3.7.4
by section 8.3.7.3 (above), the following words from section 8.3.7.4: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM USE OF
THE DEMONSTRATION SOFTWARE”; and (ii) the following words: “SHALL BE LIMITED TO
THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL
BE LIMITED TO THE AMOUNT PAID FOR THE DEMONSTRATION SOFTWARE, IF ANY.”; and,
8.3.9.8 For the
purposes of section 7.5.10 which is replaced in its entirety by section 8.3.7.4
by section 8.3.7.3 (above), the following words from section 8.3.7.4: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM YOUR
USE OF THE SDK OR FUTURE CORPORATION EXTENSIONS OR DAMAGE ARISING FROM YOUR
PARTICIPATION IN HOSTING OR USE OF THIRD PARTY PRODUCTS, HOWEVER CAUSED AND ON
ANY THEORY OF LIABILITY”. and (ii) the following words: “SHALL BE LIMITED TO
THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL
BE LIMITED TO THE AMOUNT PAID FOR THIS SDK LICENSE, IF ANY.”.
8.3.10 ITALY: GENERAL
PROVISIONS: FOR SECTION 3 (ABOVE): THE FOLLOWING IS ADDED TO THE END OF THIS
SECTION:
8.3.10.1 MUTUAL OBLIGATIONS: Future Corporation, its Affiliates and You (hereinafter,
individually “Party”) shall comply with all the obligations of the applicable
provisions of law and/or regulation on personal data protection. Each of the
Parties will indemnify and keep the other Party harmless from any damage,
claim, cost or expense incurred by the latter, directly and or indirectly, as a
consequence of an infringement of the other Party of the mentioned provisions
of law and/or regulations.
8.3.11 SLOVAKIA: LIMITATION
OF LIABILITY: FOR EACH SECTION 2.10, 5.1.4, 7.2.5, 7.3.3 AND 7.5.10
(ABOVE): the following words: “THIS LIMITATION OF LIABILITY MAY NOT BE VALID IN
SOME JURISDICTIONS.”, are entirely replaced with: “THE LIMITATIONS APPLY TO THE
EXTENT THEY ARE NOT PROHIBITED UNDER SECTIONS 373 THROUGH 386 OF THE SLOVAK
COMMERCIAL CODE.
8.3.11.1 SLOVAKIA: General
Provisions: For Section 3 (above), The following replaces section 3.6 in its
entirety: LIMITATION TO BRING AN ACTION: You acknowledge and agree with Future
Corporation and its Affiliates that any claims resulting from this Agreement
are subject to a statute of limitation of four (4) years, from the date on
which the cause of action arose.
8.4 UNITED KINGDOM
8.4.1 UNITED KINGDOM: LIMITED WARRANTY: FOR EACH SECTION 2.8, 2.8.1, 2.8.2, 2.8.3, 2.8.4,
5.1.3, 7.2.4, 7.3.2 AND 7.5.9 (ABOVE): THE FOLLOWING SECTIONS 8.3.11.1,
8.3.11.2, 8.3.11.3, 8.3.11.4 AND 8.3.11.5 REPLACES THESE SECTIONS IN THEIR
ENTIRETY AS SET FORTH BELOW:
8.4.1.1 LIMITED WARRANTY: FUTURE CORPORATION WARRANTS TO THE INDIVIDUAL OR LEGAL ENTITY THAT FIRST
PURCHASES A LICENSE FOR THE SOFTWARE FOR USE PURSUANT TO THE TERMS OF THIS
AGREEMENT THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE
SOFTWARE’S PUBLISHED FUNCTIONALITY AND WILL BE FREE FROM DEFECT IN MATERIALS
AND WORKMANSHIP FOR ONE (1) YEAR FROM THE DATE OF PURCHASE WHEN USED ONLY WITH
THE RECOMMENDED OPERATING SYSTEM AND HARDWARE CONFIGURATION FOR THE SOFTWARE AS
SET OUT IN THE SOFTWARE’S DOCUMENTATION AND/OR AT FUTURE CORPORATION’S INTERNET
SITE.
8.4.1.2 EXCLUSIONS FROM WARRANTY: THIS LIMITED WARRANTY DOES NOT APPLY TO: BETA, DEMONSTRATION,
EVALUATION, FREE-TRIAL, PRE-RELEASE, PRODUCT SAMPLER, TRY-OUT, SDK, OR NOT FOR
RESALE VERSIONS OF THE SOFTWARE OR FUTURE CORPORATION ONLINE SERVICES, FUTURE
CORPORATION TECHNICAL SUPPORT, FUTURE CORPORATION LIVE UPDATE, FUTURE
CORPORATION INTERNET SITES, OR THE SOFTWARE’S INTERACTIVE AGENTS. THIS WARRANTY
DOES NOT COVER PROBLEMS CAUSED BY: (A) YOUR ACTS OR OMISSIONS (FAILURES TO
ACT); AND/OR (B) THE ACTS OF OTHERS (INCLUDING THIRD PARTIES); AND/OR (C)
MALICIOUS SOFTWARE (INCLUDING BUT NOT LIMITED TO MALWARE, TROJANS, VIRUSES OR
WORMS); AND/OR (D) INCORRECTLY OR IMPROPERLY CONFIGURED THIRD PARTY SOFTWARE
(INCLUDING BUT NOT LIMITED TO THE OPERATING SYSTEM, ANTIVIRUS AND/OR ANY
INTERNAL OR EXTERNAL NETWORK); AND/OR (E) EVENTS BEYOND FUTURE CORPORATION’S
REASONABLE CONTROL. FURTHER YOU ACKNOWLEDGE AND AGREE THAT INSUBSTANTIAL OR
MINOR VARIATION OF PERFORMANCE FROM THE SOFTWARE’S PUBLISHED FUNCTIONALITY OR
YOUR INABILITY TO CORRECTLY USE THE SOFTWARE OR OPERATING SYSTEM (COMPUTER
ILLITERACY) DOES NOT ON ITS OWN ESTABLISH A WARRANTY RIGHT.
8.4.1.3 REMEDY FOR BREACH OF WARRANTY: FUTURE CORPORATION WILL REPAIR OR REPLACE THE SOFTWARE AT NO
CHARGE. IF FUTURE CORPORATION CANNOT REPAIR OR REPLACE IT, FUTURE CORPORATION
WILL REFUND THE AMOUNT SHOWN ON YOUR RECEIPT FOR THE SOFTWARE. FUTURE
CORPORATION WILL ALSO REPAIR OR REPLACE PATCHES, SERVICE PACKS, UPDATES,
UPGRADES AND CONVERSION SOFTWARE AT NO CHARGE. IF FUTURE CORPORATION CANNOT
REPAIR OR REPLACE THEM, IT WILL REFUND THE AMOUNT YOU PAID FOR THEM, IF ANY.
YOU MUST UNINSTALL AND WHERE APPLICABLE DEACTIVATE AND/OR DEREGISTER THE
SOFTWARE AND RETURN ANY MEDIA AND OTHER ASSOCIATED MATERIALS INCLUDING THE
HARDWARE SECURITY DEVICE (IF APPLICABLE) TO FUTURE CORPORATION WITH PROOF OF
PURCHASE TO OBTAIN A REFUND. THESE ARE YOUR ONLY REMEDIES FOR BREACH OF THE
LIMITED WARRANTY AND IS OUR SOLE OBLIGATION TO YOU, EXCEPT AS OTHERWISE
REQUIRED BY APPLICABLE STATUTORY LAW.
8.4.1.4 WARRANTY PROCEDURES: ALL WARRANTY CLAIMS MUST BE MADE, ALONG WITH PROOF OF PURCHASE, TO
THE FUTURE CORPORATION CUSTOMER SUPPORT DEPARTMENT WITHIN THE WARRANTY PERIOD
AS SET FORTH IN SECTION 8.3.11.1 (ABOVE). VISIT THE FUTURE CORPORATION CUSTOMER
SUPPORT PAGES FOR MORE INFORMATION ABOUT WARRANTY CLAIMS AT:
https://future.support/.
8.4.1.5 THESE
WARRANTIES ARE YOUR EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR
CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
8.4.1.6 UNITED KINGDOM: LIMITATION
OF LIABILITY: FOR EACH SECTION 2.10, 5.1.4, 7.2.5, 7.3.3 AND 7.5.10 (ABOVE),
THE FOLLOWING SECTION 8.3.11.7 AND SECTIONS 8.3.11.8, 8.3.11.9, 8.3.11.10, AND
8.3.11.11 REPLACES EACH SECTION IN ITS ENTIRETY AS SET FORTH BELOW:
8.4.1.7 LIMITATION OF LIABILITY: EXCEPT FOR THE EXCLUSIVE REMEDY SET FORTH ABOVE, IN NO EVENT WILL FUTURE
CORPORATION AND ITS AFFILIATES BE LIABLE TO YOU FOR ANY LOSS, DAMAGES, CLAIMS
OR COSTS WHATSOEVER INCLUDING ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR
INCIDENTAL DAMAGES, LOST TIME, LOST PROFITS OR LOST SAVINGS, ANY DAMAGES
RESULTING FROM BUSINESS INTERRUPTION, LOST DATA, OR TO BUSINESS AND/OR PERSONAL
REPUTATION, PERSONAL INJURY (INCLUDING DEATH) OR FAILURE TO MEET ANY DUTY OF
CARE, OR CLAIMS BY A THIRD PARTY ARISING FROM THIS AGREEMENT, EVEN IF FUTURE
CORPORATION AND ITS AFFILIATES AND/OR A FUTURE CORPORATION REPRESENTATIVE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS OR COSTS.
NOTWITHSTANDING THE FOREGOING PARAGRAPH NOTHING IN THIS AGREEMENT SHALL LIMIT
OR EXCLUDE FUTURE CORPORATION’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED
BY FUTURE CORPORATION’S NEGLIGENCE OR IN RESPECT OF FRAUD OR OF ANY STATEMENTS
MADE FRAUDULENTLY BY FUTURE CORPORATION OR ITS AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES OR CONTRACTORS OR ANY BREACH OF ITS OBLIGATIONS IMPLIED BY SECTION 12
OF THE SALE OF GOODS ACT 1979 OR SECTION 2 OF THE SUPPLY OF GOODS AND SERVICES
ACT 1982, OR ANY STATUTORY MODIFICATION OR RE-ENACTMENT OF EITHER SUCH SECTION.
THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY
APPLICABLE LAW IN THE UNITED KINGDOM. FUTURE CORPORATION’S AGGREGATE LIABILITY
AND THAT OF ITS AFFILIATES AND ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS
AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF ANY. THIS
LIMITATION WILL APPLY EVEN IN THE EVENT OF A FUNDAMENTAL, MATERIAL OR SERIOUS
BREACH OR A BREACH OF THE FUNDAMENTAL OR MATERIAL TERMS OF THIS AGREEMENT.
FUTURE CORPORATION IS ACTING ON BEHALF OF ITS AFFILIATES AND ITS SUPPLIERS FOR
THE PURPOSE OF DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS, WARRANTIES AND
LIABILITY WITH RESPECT TO THIS LICENSE ONLY AND FOR NO OTHER PURPOSE OR RESPECT
AND IN NO EVENT WILL FUTURE CORPORATION BE LIABLE FOR ANY CLAIMS, DEMANDS OR
ACTIONS OF ANY NATURE BROUGHT BY ANY THIRD PARTY AGAINST YOU.
8.4.1.8 For the
purposes of section 5.1.4 which is replaced in its entirety by section 8.3.11.7
by section 8.3.11.6 (above), the following words from section 8.3.11.7: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM YOUR
USE OF, OR GETTING, OR SOURCING TECHNICAL SUPPORT”; and (ii) the following
words: “SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are
entirely replaced with: “SHALL BE LIMITED TO THE AMOUNT PAID FOR TECHNICAL
SUPPORT, IF ANY.”; and,
8.4.1.9 For the
purposes of section 7.2.5 which is replaced in its entirety by section 8.3.11.7
by section 8.3.11.6 (above), the following words from section 8.3.11.7: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM USE OF
THE BETA SOFTWARE”; and (ii) the following words: “SHALL BE LIMITED TO THE
AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL BE
LIMITED TO THE AMOUNT PAID FOR THE BETA SOFTWARE, IF ANY.”; and,
8.4.1.10 For the
purposes of section 7.3.3 which is replaced in its entirety by section 8.3.11.7
by section 8.3.11.6 (above), the following words from section 8.3.11.7: (i)
“ARISING FROM THIS AGREEMENT”, are entirely replaced with: “ARISING FROM USE OF
THE DEMONSTRATION SOFTWARE”; and (ii) the following words: “SHALL BE LIMITED TO
THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely replaced with: “SHALL
BE LIMITED TO THE AMOUNT PAID FOR THE DEMONSTRATION SOFTWARE, IF ANY.”; and,
8.4.1.11 For the
purposes of section 7.5.10 which is replaced in its entirety by section
8.3.11.7 by section 8.3.11.6 (above), the following words from section
8.3.11.7: (i) “ARISING FROM THIS AGREEMENT”, are entirely replaced with:
“ARISING FROM YOUR USE OF THE SDK OR FUTURE CORPORATION EXTENSIONS OR DAMAGE
ARISING FROM YOUR PARTICIPATION IN HOSTING OR USE OF THIRD PARTY PRODUCTS,
HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY”; and (ii) the following words:
“SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS LICENSE, IF ANY.”, are entirely
replaced with: “SHALL BE LIMITED TO THE AMOUNT PAID FOR THIS SDK LICENSE, IF
ANY.”.
8.5 MIDDLE EAST AND AFRICA
8.5.1 SOUTH AFRICA, NAMIBIA, LESOTHO, SWAZILAND: LIMITED WARRANTY: FOR EACH SECTION 2.8, 2.8.1, 2.8.2, 2.8.3, 2.8.4,
5.1.3, 7.2.4, 7.3.2 AND 7.5.9 (ABOVE): THE FOLLOWING IS ADDED TO THE END OF THESE
SECTIONS:
8.5.1.1 NOTWITHSTANDING
ANY ADVICE OR ASSISTANCE THAT FUTURE CORPORATION MAY HAVE GIVEN TO YOU PRIOR TO
THE SELECTION OF SUCH SOFTWARE.
8.6 OCEANIA
8.6.1 NEW ZEALAND: LIMITED
WARRANTY: FOR EACH SECTION 2.8, 2.8.1, 2.8.2, 2.8.3, 2.8.4, 5.1.3, 7.2.4, 7.3.2
AND 7.5.9 (ABOVE): THE FOLLOWING IS ADDED AT THE END OF THESE SECTIONS:
The warranties specified in this section are in
addition to any rights you may have under the Consumer Guarantees Act 1993 or
other legislation which cannot be excluded or limited. The Consumer Guarantees
Act 1993 will not apply in respect of any goods which Future Corporation
provides, if you require the goods for the purposes of a business as defined in
that Act.
8.6.1.1 NEW ZEALAND: LIMITATION
OF LIABILITY: FOR EACH SECTION 2.10, 5.1.4, 7.2.5, 7.3.3 AND 7.5.10
(ABOVE): THE FOLLOWING IS ADDED AT THE END OF THESE SECTIONS:
Where the Software is not acquired for the purposes of
a business as defined in the Consumer Guarantees Act 1993, the limitations in
this Section are subject to the limitations in that Act.
PART IV
9. LINKS TO FUTURE CORPORATION RELATED LEGAL DOCUMENTS
& SUPPORT
9.1 Terms & Conditions of Sale is located here:
https://www.iifuture.com/shared/legal/en/terms_conditions_sale.html
9.2 Privacy Policy is located here:
https://www.iifuture.com/shared/legal/en/privacy.html
9.3 Future Support is located here:
https://future.support/
© 1988-2022 a Future Corporation Pty.
Ltd. All rights reserved.