A FUTURE CORPORATION PTY. LTD.

SOFTWARE LICENSE AGREEMENT

I. IMPORTANT: THIS IS A LICENSE, NOT A SALE. PLEASE READ THE TERMS AND
CONDITIONS OF THIS LICENSE AGREEMENT (HEREAFTER “AGREEMENT”)
CAREFULLY BEFORE USING THE SOFTWARE. BY CLICKING THE “I AGREE” OR
“YES” BUTTON 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, CLICK THE
“DO NOT ACCEPT” OR “NO” BUTTON OR OTHERWISE INDICATE YOUR REFUSAL
OR DO NOT DOWNLOAD 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
THE TERMS AND CONDITIONS OF THIS AGREEMENT. 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 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 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, Demonstration, Installment,
OEM, SDK, 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) fill in a Return
Advice form and submit it at the Software's website; 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 Authorized
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 3rd party fees and/or charges howsoever
incurred). No returns will be accepted by Future Corporation, or its Affiliates and/or its
Authorized Dealers after the fourteen (14) day period has expired. Please visit
http://www.iifuture.com/en/support_customer_service.html;
THIS LICENSE IS GRANTED BY FUTURE CORPORATION OR ITS AFFILIATES AND
INCLUDES THE FOLLOWING
PART I
1. TERMS AND DEFINITIONS
2. SOFTWARE LICENSE
3. GENERAL PROVISIONS
4. GOVERNING LAW
5. TECHNICAL SUPPORT
6. INSTALLMENT 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 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 particular 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,
organizations 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; 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 (), italicized or
bolded; and,
1.1.7 To avoid any doubt those words contained within inverted commas (“”) or in
parentheses (), italicized 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:
“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, is
controlled by, or is under common control with, Future Corporation;
“Agent” means the interactive assistants which form part of the SuperTutor training
program;
“Antivirus software” means a computer program that attempts to identify, neutralize 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 computer” means a computer or device manufactured, supplied and/or sold by
Apple Computer Inc. or its Authorized or Licensed Dealers;
“Authorized Dealer” means an individual or a business (incorporated or otherwise) that
has been approved and authorized 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, utilizing 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, unauthorized or unlawful use; or
(ii) to work-around or bypass and eliminate the hardware security device commonly
referred to as a "Dongle" (successfully or otherwise) to prevent the Software’s
unlicensed, unauthorized 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, unauthorized or unlawful use;
“Compatible computer” means IBM compatible computer for the purposes of this
Agreement (see below);
“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 plug-in, snap-in or module;
“Computer” or “Device” 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;
“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;
“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 (e.g. you may not install a
copy of the Software on a hard disc drive (C:\ drive) that is then cloned and used as a
boot up disc on two or more computers simultaneously);
“Credit-Card” means a payment device lawfully issued to the bearer by a Major credit
card company that is accepted by Future Corporation, its Affiliates and/or its Authorized
Dealers as listed at the Future Corporation Internet site:
http://www.iifuture.com/en/products_payment_options.html;
“Customer Number” means Product Serial Number for the purposes of this Agreement
(see below);
“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;
“Dongle” means a Hardware Security Device for the purposes of this Agreement (see
below);
“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
Level 7, 365 Little Collins Street, Melbourne, Vic 3000 Australia;
“Hard disc drive” or “HDD” (Internal or External) means any disc or media
regardless of kind or type that is capable of having the Software copied or installed onto
it for use in or with a computer or device;
“Hardware Security Device” means a piece of hardware that physically attaches to a
Computer or Device (typically through its Parallel, Serial or USB communications port)
that is interrogated by the Software to determine its authenticity and a user's right to fully
access 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 or device that is capable of running
Microsoft’s computer operating system: Windows and excludes ALL Apple computer
operating systems, and for the purposes of this Agreement means Windows: 8, 7, Vista,
and XP in all variants and service packs or any version thereof for Apple computers, but
does not include any other version or variant of Microsoft Windows including but not
limited to: Windows: 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 8;
“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 authorized 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;
“Interactive Agents” means a technology developed by Microsoft which employs
animated characters, text-to-speech engines, and speech recognition software to
enhance interaction with computer users;
“Internal Network” means a private or proprietary network resource (Intranet)
accessible only by management, employees and individual contractors (i.e.
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;
“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 Microsoft’s computer operating system software: Windows:
7, Vista, and XP 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
Microsoft Windows including but not limited to: Windows: 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 7;
“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,
authorized Licensees or Dealers;
“Perpetual” or "Perpetual License” means a period of no more than ten (10)
consecutive years and for the purposes of this agreement 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 which is expressly supported by the Software and does not include
every make and model of plotter or vinyl cutter manufactured or currently available;
“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 which is expressly supported by the
Software and does not include every make and model of printer or large/wide format
printer manufactured or currently available;
“Product” means the version of the Software licensed by Future Corporation under the
terms of this Agreement;
“Product Life” means the period of time 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;
“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 (i.e. tools and features) each variation
or level of the Software includes as set forth and listed at the Software’s dedicated
Internet site in the ‘Products’ webpage under ‘Feature’s List’ or similar list;
“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 imply or mean a
guarantee, warranty or 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, its Affiliates and/or
its Authorized Dealers 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 plug-ins, 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;
“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;
“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 authorized 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 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 or by any other appropriate means, undertaken by
an authorised Future Corporation representative; and does not mean the consulting or
consultation of the applicability, suitability or otherwise of the Software or any training or
explanation of how to use the Software or any other Software or Hardware, or how it is
supposed to, or does function except to the extent to remedy the technical issue;
“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/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;
“Valid Credit Card” means credit card for the purposes of this Agreement (see above);
“Version” means the numeric or alphanumeric value given to the Software license as
each subsequent edition is released for sale by Future Corporation or 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;
“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 as long as 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: THE SOFTWARE IS LICENSED, NOT SOLD. YOU HEREBY
ACKNOWLEDGE AND AGREE WITH FUTURE CORPORATION, ITS AFFILIATES
AND/OR AUTHORIZED DEALERS 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 GRANT OF LICENSE: IF YOU OBTAINED THE SOFTWARE FROM FUTURE
CORPORATION, ONE OF ITS AFFILIATES OR ONE OF ITS AUTHORIZED DEALERS
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 MATERIALS AND IN THIS
LICENSE AGREEMENT AS FURTHER SET FORTH BELOW;
2.1.1 GENERAL USE: You may install and use one (1) copy of the Software on one (1)
computer; or (if applicable);
2.1.2 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 under a valid
Volume License Agreement with Future Corporation, its Affiliates, and/or its Authorized
Dealers; or,
2.1.3 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;
2.1.4 HOME USE RIGHTS USER: You must qualify as a “Home Use Rights User” to use
Future Corporation Software with “Home Use Rights” as listed in the Software’s
documentation. To qualify as a “Home Use Rights User”, you must be both (i) an
employee of an organization that has a Future Corporation Volume License Agreement
with Home Use Rights; and (ii) the user of a Licensed copy of the Software, or a product
that includes the Software, with Home Use Rights;
2.1.5 BACKUP COPY: You may make up to two (2) backup copies of the Software,
provided your backup copies are not installed or used for anything other than archival
purposes;
2.1.6 TAXES AND CHARGES: You acknowledge and agree with Future Corporation, its
Affiliates, and/or its Authorized Dealers that you are responsible for any and all tariffs,
custom charges and duty taxes, value added taxes, goods and services taxes, and sales
taxes payable in connection with this License Agreement;
2.1.7 CREDIT-CARD CHARGE BACK: NOTWITHSTANDING ANY WARRANTY CLAIM
OR BREACH OF THIS AGREEMENT YOU HEREBY ACKNOWLEDGE AND AGREE
WITH FUTURE CORPORATION, ITS AFFILIATES AND/OR ITS AUTHORIZED
DEALERS THAT IF YOU PAID FOR THIS LICENSE WITH A CREDIT-CARD AND HAVE
INSTALLED THE SOFTWARE OR OTHERWISE EXECUTED THIS AGREEMENT AND
THE 14 (FOURTEEN) DAY MONEY-BACK GUARANTEE (AS SET FORTH IN III.
ABOVE) HAS EXPIRED AND 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, ITS AFFILIATES AND/OR ITS
AUTHORIZED DEALERS 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, ITS AFFILIATES AND/OR ITS AUTHORIZED
DEALERS SEE FIT, INCLUDING IMMEDIATELY BLOCKING ACCESS TO ONLINE
SERVICES, REMOTELY DEACTIVATING OR DEREGISTERING THE SOFTWARE
AND/OR REFUSAL TO PERMIT FURTHER ACTIVATIONS OR REGISTRATIONS AND
PERMANENTLY TERMINATING YOUR ACCOUNT WITH FUTURE CORPORATION,
ITS AFFILIATES AND/OR ITS AUTHORIZED DEALERS, 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;
2.2 INTELLECTUAL PROPERTY OWNERSHIP: THE SOFTWARE AND ANY
AUTHORIZED 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, THE CONTENT FILES 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 INTERFACE (INCLUDING BUT NOT
LIMITED TO CONTENT FILES, CURSORS, ICONS, IMAGES, MODULE NAMES,
MARKS AND TRADEMARKS) IS PROTECTED BY LAW, INCLUDING BUT NOT
LIMITED TO THE COPYRIGHT LAWS OF AUSTRALIA, CANADA, INDIA, MEMBER
COUNTRIES OF THE EUROPEAN UNION, NEW ZEALAND, THE UNITED KINGDOM,
THE UNITED STATES AND OTHER COUNTRIES, 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, THE CONTENT FILES 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 (ACTIVATION/REGISTRATION): You
hereby acknowledge that the Software may require Activation and/or Registration and/or
the presence of a Hardware Security Device in order for it to become fully functional
(referred collectively herein as “Software Protection Measures”) and except as expressly
limited by applicable law, you agree with Future Corporation, its Affiliates, and/or its
Authorized Dealers that: (i) if the Software requires mandatory Activation, your License
and ability to use the Software is contingent upon your having access to the Internet and
successfully completing the activation process and providing Future Corporation with
accurate information as required by this process; and/or, (ii) if the Software requires
mandatory Registration, your License and ability to use the Software is contingent your
having access to the Internet and upon you successfully completing the registration
process and providing Future Corporation with accurate information as required by this
process; and/or, (iii) if the Software requires a Hardware Security Device to enable
certain functionality, your License and ability to use the Software is contingent upon the
continuous presence of this hardware security device in your computer as described in
the Software’s documentation (typically through its Parallel, Serial or USB
communications port). You further agree with Future Corporation to make such
communications port available on your computer, install and configure it for the hardware
device at your own cost with any accidental, intentional or consequential damage or loss
to the hardware device and/or your computer and any other device through its use is
assumed by you and you agree to indemnify, hold harmless and defend Future
Corporation 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 such use; and, (iv)
you acknowledge and agree that Future Corporation, its Affiliates, and/or its Authorized
Dealers will require your computer to communicate with it and/or a third party via the
Internet or other telecommunications process to confirm and/or verify the accuracy
and/or authenticity of the Activation, Registration process and/or Hardware Security
Device; and, (v) Future Corporation may provide you with product and marketing
information regarding the Software and other Future Corporation, and Future
Corporation third party marketing partners’ products and services while you are using the
Software; and (vi) you hereby acknowledge and agree that it is your sole responsibility to
at all times keep your Customer and/or Product Serial Number(s) and/or any other
similar or related number(s) safe from partial or complete loss, and/or unauthorised use
or misuse by another or third party and that Future Corporation, its Affiliates, and/or its
Authorized Dealers 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 hereby acknowledge and consent to
Future Corporation: (i) monitoring your use of the Software; and, (ii) authenticating and
periodically relicensing and/or verifying your licensing rights in the software (referred
collectively herein as “Validation”); and, (iii) collecting, transmitting, using, and sharing
with Future Corporation’s third party marketing partners, data relating to you and 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 activate or insert and maintain
the presence of the hardware security device or register the Software which requires
mandatory registration 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) until such time as you complete the
activation, relicensing or related process or insert, install and configure the hardware
security device and/or complete the registration process;
2.3.2 MANDATORY RELICENSING: YOU HEREBY ACKNOWLEDGE AND AGREE
WITH FUTURE CORPORATION, ITS AFFILIATES, AND/OR ITS AUTHORIZED
DEALERS 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 MATERIALS. YOU
FURTHER AGREE WITH FUTURE CORPORATION, ITS AFFILIATES, AND/OR ITS
AUTHORIZED DEALERS THAT IT IS YOUR SOLE RESPONSIBILITY AND SHALL BE
ENTIRELY AT YOUR OWN COST TO COMPLETE THE SOFTWARE LICENSE
RENEWAL ON YOUR LICENSED COMPUTER(S) AND THAT NEITHER FUTURE
CORPORATION, ITS AFFILIATES, AND/OR ITS AUTHORIZED DEALERS 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 OR HARDWARE DEVICES REQUIRED TO
COMPLETE THIS PROCESS;

2.3.2.1 MANDATORY INTERNET ACCESS: PURSUANT TO SECTION 2.3 ABOVE

AND WHERE THE SOFTWARE REQUIRES ACTIVATION AND EITHER DIRECT OR
INDIRECT INTERNET ACCESS TO BECOME FULLY FUNCTIONAL YOU HEREBY
ACKNOWLEDGE AND AGREE WITH FUTURE CORPORATION THAT YOU SHALL
HAVE, PROCURE AND/OR OTHERWISE AND HOWSOEVER OBTAIN INTERNET
ACCESS IN ORDER TO FULFILL YOUR OBLIGATIONS UNDER THE TERMS OF THIS
LICENSE AGREEMENT TO PROPERLY COMPLETE THE ACTIVATION PROCESS
AND YOU FURTHER AGREE THAT YOU SHALL PROVIDE THE MINIMUM
INFORMATION AS IS REQUIRED BY THE ACTIVATION PROCESS INCLUDING BUT
NOT LIMITED TO A VALID EMAIL ADDRESS;
2.3.2.2 INTERRUPTION OF ONLINE AND/OR TELECOMMUNICATIONS SERVICES:
NEITHER FUTURE CORPORATION, ITS AFFILIATES, AND/OR ITS AUTHORIZED
DEALERS 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, ITS
AFFILIATES, AND/OR ITS AUTHORIZED DEALERS;
2.3.3 PRIVACY AND DATA COLLECTION: You hereby acknowledge and agree to allow
Future Corporation, its Affiliates, and/or its Authorized Dealers to store and use your
contact information, including names, telephone numbers, and email addresses,
anywhere they do business. Such information will be processed and used in connection
with your License and our business relationship, and may be provided to Future
Corporation’s Affiliates, Contractors, Partners, Suppliers, and/or its Authorized Dealers
for uses consistent with their collective business activities, including communicating with
you;
2.3.4 NO CIRCUMVENTION: YOU HEREBY ACKNOWLEDGE AND AGREE WITH
FUTURE CORPORATION, ITS AFFILIATES, ITS SUPPLIERS AND/OR ITS
AUTHORIZED DEALERS THAT ANY ATTEMPT (SUCCESSFUL OR UNSUCCESSFUL)
BY YOU, OR A THIRD PARTY AT YOUR DIRECTION OR REQUEST, TO
CIRCUMVENT OR ACTUAL CIRCUMVENTION OF: (I) THE ACTIVATION PROCESS
AND/OR ITS UNDERLYING AND SECRET TECHNOLOGY; (II) THE HARDWARE
SECURITY DEVICE AND/OR ITS UNDERLYING AND SECRET TECHNOLOGY; OR
(III) REGISTRATION PROCESS AND/OR ITS UNDERLYING AND SECRET
TECHNOLOGY; OR (IV) OTHER MECHANISM AND/OR PROTECTION TECHNOLOGY
CONTAINED WITHIN THE SOFTWARE, OR (V) AN ACTUAL DENIAL OR ATTEMPT AT
A DENIAL OF SERVICE AGAINST ANY FUTURE CORPORATION SERVERS OR OFF-
SITE SERVERS, OR (VI) MANDATORY LICENSE VALIDATION AND/OR
VERIFICATION ON A COMPUTER OR COMPUTERS IN YOUR POSSESSION OR
CONTROL FOR THE SOFTWARE OR RELATED FUTURE CORPORATION PRODUCT
IS A VIOLATION AND MATERIAL BREACH OF THIS LICENSE AND MAY RESULT IN
THE AUTOMATIC AND IMMEDIATE TERMINATION OF YOUR 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/OR ITS AUTHORIZED DEALERS,
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;
2.4 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 2.4.3 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 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, its Affiliates, and/or its Authorized
Dealers, 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 (iii) 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) 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;
2.4.3 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;
2.4.4 LICENSE TRANSFER BETWEEN COMPUTERS: As long as 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 HEREBY 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 UNAUTHORIZED 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 UNAUTHORIZED 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 FURTHER 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 UNAUTHORIZED
COPY OR COPIES OF THE SOFTWARE TO FUTURE CORPORATION’S
SATISFACTION, THE DETERMINATION OF WHICH, YOU AGREE IS AT FUTURE
CORPORATION’S ABSOLUTE DISCRETION. FURTHER, YOU AGREE WITH FUTURE
CORPORATION 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’S/SOLICITOR’S 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 UNAUTHORIZED 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 UNAUTHORIZED
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 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/OR ITS
AUTHORIZED DEALERS, 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;
2.4.5 NOTICE OF TRANSFER: Pursuant to section 2.4.2 above and prior to a transfer
to a third party you acknowledge and agree with Future Corporation that Future
Corporation requires you and the receiving party to confirm in writing your compliance
with this License Agreement and any and all applicable addenda thereto, and to provide
Future Corporation with the address and contact details of the receiving party, and
register as an end-user of the Software using the form provided with the Software and/or
at Future Corporation’s Internet site http://www.iifuture.com/en/support_profile.html;
2.4.5.1 FAILURE TO NOTIFY: Pursuant to section 2.4.5 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 2.4.5 above,
notwithstanding any payment or other consideration that third party has made to the
registered licensee, their liquidator or receiver;
2.4.6 LOST OR STOLEN: You acknowledge and agree that in the event the Software,
its media, the (i) serial, (ii) customer or product number, or (iii) the hardware security
device and/or its documentation is misplaced, stolen, damaged, destroyed or otherwise
lost, Future Corporation, its Affiliates, and/or its Authorized Dealers 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;
2.5 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 or pornographic material or any material that
infringes upon any third party intellectual property rights or in any otherwise unlawful
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 AND OR ITS SUPPLIERS FROM AND AGAINST ANY LOSS,
DAMAGE, CLAIMS OR LAWSUITS, INCLUDING LEGAL FEES (ON AN
ATTORNEY’S/SOLICITOR’S 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 hereby acknowledge and agree with Future Corporation, its Affiliates,
and/or its Authorized Dealers to comply with all applicable export and import and/or
Customs laws and regulations applicable to or within 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 AND UPGRADES: 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 plug-ins, 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. Instead contact Future
Corporation, its Affiliate, and/or its Authorized Dealer in your region to order a disc based
version of Live Update with any associated costs thereof to be borne by you;
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 Product Serial
Number and/or Hardware device and deactivate your existing Product Serial 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 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 2.1.5 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, plug-ins, 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 under a valid Volume License
Agreement with Future Corporation, its Affiliates, and/or its Authorized Dealers. 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 resale to another or 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 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;
2.8.1 EXCLUSIONS FROM WARRANTY: THIS LIMITED WARRANTY DOES NOT
APPLY TO: BETA, DEMONSTRATION, EVALUATION, 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, THE
SOFTWARE’S INTERACTIVE AGENTS OR ANY OTHER RELATED FUTURE
CORPORATION PRODUCT OR SERVICE. 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 HEREBY 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;
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 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 THE FUTURE CORPORATION
CUSTOMER SUPPORT DEPARTMENT WITHIN THE NINETY (90) DAY PERIOD.
VISIT FUTURE CORPORATION FOR MORE INFORMATION ABOUT WARRANTY
CLAIMS AT: http://www.iifuture.com/en/support.html;
2.9 DISCLAIMER: THE FOREGOING LIMITED WARRANTY IS THE ONLY
WARRANTY MADE BY FUTURE CORPORATION, ITS AFFILIATES, ITS SUPPLIERS
AND/OR ITS AUTHORIZED DEALERS AND STATES THE SOLE AND EXCLUSIVE
REMEDIES FOR FUTURE CORPORATION, ITS AFFILIATES’, ITS SUPPLIERS’
AND/OR ITS AUTHORIZED DEALERS’ 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR ITS AUTHORIZED
DEALERS 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, ITS AFFILIATES, ITS
SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR AUTHORIZED
DEALERS 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, ITS
SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS SUPPLIERS
AND/OR ITS AUTHORIZED DEALERS 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;
2.11 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. THE FOREGOING STATES YOUR SOLE
REMEDY FOR, AND FUTURE CORPORATION’S ENTIRE LIABILITY AND
RESPONSIBILITY FOR, INFRINGEMENT OF ANY PATENT, TRADEMARK, OR
COPYRIGHT WITHIN AUSTRALIAN JURISDICTION RELATING TO THE SOFTWARE
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 like 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 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 the Authorized Dealer 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. THE FOREGOING STATES 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;
2.11.3 CONTENT FILES: While Future Corporation takes all reasonable steps to ensure
that the content files, do not infringe any patent, copyright, trademark or like Intellectual
Property Future Corporation provides these files for demonstration and training purposes
only and cannot guarantee that the content files do not infringe any Intellectual Property
and to the extent permitted by law hereby disclaims any liability for the provision of the
content files to you and/or any use thereof and you shall assume all risk and liability
when incorporating the content files into any of your work(s) and/or output files.
However, 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 Future Corporation in its absolute discretion considers
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$50, whichever is the lesser of the two. THE FOREGOING STATES 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;
3. GENERAL PROVISIONS
3.1 COMPLIANCE WITH LICENSES: You acknowledge and agree that upon request
from Future Corporation, or the Affiliate or Authorized Dealer 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 any and all Future Corporation software
at the time of the request is in conformity with your valid Licenses from Future
Corporation;
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)
serial, product and/or customer numbers; (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
Authorized Dealer that sold or provided you with this License upon request. Neither
Future Corporation, its Affiliates, and/or its Authorized Dealers 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, its Affiliates, and/or its Authorized
Dealers 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, 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, its Affiliates, and/or its Authorized Dealers against you herein, shall not
constitute the waiver of any other or subsequent or continuing breach or default by
Future Corporation, its Affiliates, and/or its Authorized Dealers 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, 2.11.3, 3.2, 3.4, 3.5, 3.6, 3.7, 3.7.1, 3.7.2, 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 will 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 that neither will
Future Corporation, its Affiliates, and/or its Authorized Dealers, or will you, bring a legal
action under this Agreement more than: (i) six (6) years after the cause of action in tort
or breach of contract arose; or (ii) more than three (3) years after the cause of action for
personal injury arose; or (iii) more than one (1) year after the cause of action for
defamation arose as legislated in Victoria under the Limitation of Actions Act. 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;
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 authorized 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 and
Use as set forth by Future Corporation at http://www.iifuture.com/corporate_legal.html.
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 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, its Affiliates and/or its Authorized Dealers; and (ii) you shall: (i)
promptly uninstall and where applicable deactivate and/or deregister the Software; and
(ii) return any media and other associated materials including the hardware security
device (if applicable) to Future Corporation or the place of purchase; and (iii) 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, its Suppliers and its Authorized Dealers harmless from
and against any and all claims, actions, suits, proceedings, costs, expenses, damages,
liabilities, including legal fees (on an attorney/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;
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 “conflict of laws” or “private international
law” principles, 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;
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 of 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 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 or its Affiliates discontinue any version of the
Software (Product Life); or (iii) 2 (two) years 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 such discontinued version at
its absolute discretion, and that neither consulting nor training for this or any other
Software, Hardware or any other related 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, FAQ, member forums and knowledgebase (if available). If this proves
inadequate, you may lodge an online ticket for technical support and/or contact your
Future Corporation authorized dealer who sold this License to you (if available). If this
proves inadequate, you may contact Future Corporation or its Affiliate by telephone or
facsimile using the contact information provided at
http://www.iifuture.com/en/corporate_contact_us.html;
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 CAN NOT BE EXCLUDED, FUTURE CORPORATION, ITS
AFFILIATES, ITS SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR ITS AUTHORIZED
DEALERS 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 OR ITS AUTHORIZED
DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS
AND/OR ITS AUTHORIZED DEALERS 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, ITS SUPPLIERS AND AUTHORIZED DEALERS 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. INSTALLMENT AND SUBSCRIPTION SOFTWARE
6.1 INSTALLMENT SOFTWARE: You acknowledge that Future Corporation, its Affiliates
and/or its Authorized Dealers may, but are under no obligation to, allow you to pay for
this License by way of monthly installments as set out in the Software’s documentation
and at the Software’s Internet site (collectively “Installment Software”) subject to the
Future Corporation Terms and Conditions of Sale provided online at
http://www.iifuture.com/corporate_legal.html. If you apply to pay by monthly installments
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 Installment Software; and (ii) agree to be bound by all those terms
applicable to you in the Terms and Conditions of Sale 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
Installment 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, its
Affiliates and/or its Authorized Dealers 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 provided online at
http://www.iifuture.com/corporate_legal.html. 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 expiration of your Subscription the Software will cease to
operate. You may have the option to extend your Subscription or convert it to a perpetual
license. 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 installments in advance using a valid credit-card. If you apply to pay your
Subscription by monthly installments 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 and in particular 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, and at
http://www.iifuture.com/en/products_payment_options.html and have been approved by
Future Corporation, its Affiliates and/or its Authorized Dealers to pay for the Software
License by: (a) equal Monthly Installments; or (b) Subscription Installments you hereby
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 Installment Amount (pursuant to Section 6.1 above) or (b) the full Subscription
Installment (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 its Affiliates and/or its
Authorized Dealers (e.g. If your installment due date is the 7th day of each month and
you fail to pay the installment 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 INSTALLMENTS REMAIN DUE AND PAYABLE: Notwithstanding sections 3.7.2
and 6.3 above, you hereby acknowledge and agree that any amount that remains unpaid
and is outstanding for Installment 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 INSTALLMENT AMOUNT
OR SUBSCRIPTION INSTALLMENT AT ANY TIME AFTER FOURTEEN (14) DAYS
HAVE ELAPSED SINCE THE INSTALLMENT DUE DATE, YOU HEREBY
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 HEREBY ACKNOWLEDGE AND AGREE
THAT WHERE FUTURE CORPORATION, ITS AFFILIATES, AND/OR ITS
AUTHORIZED DEALERS 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 INSTALLMENT 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, ITS AFFILIATES AND/OR ITS AUTHORIZED DEALERS
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, ITS
AFFILIATES AND/OR ITS AUTHORIZED DEALERS SEE FIT, INCLUDING
IMMEDIATELY BLOCKING ACCESS TO ONLINE SERVICES, REMOTELY
DEACTIVATING OR DEREGISTERING THE SOFTWARE AND/OR REFUSAL TO
PERMIT FURTHER ACTIVATIONS OR REGISTRATIONS AND PERMANENTLY
TERMINATING YOUR ACCOUNT WITH FUTURE CORPORATION, ITS AFFILIATES
AND/OR ITS AUTHORIZED DEALERS, 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;
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 or its Affiliate 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 marked as “ALP”, “ALS” or
“SV” respectively, as listed in the Software’s documentation and at:
http://www.iifuture.com/en/products_academic.html. 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, its
Affiliates and/or its Authorized Dealers 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, its Affiliates, its Suppliers
and/or its Authorized Dealers 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, ITS
AFFILIATES, ITS SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR ITS AUTHORIZED
DEALERS 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 OR ITS AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR ITS AUTHORIZED
DEALERS 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, ITS SUPPLIERS AND
AUTHORIZED DEALERS 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: 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR ITS AUTHORIZED
DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR ITS
AUTHORIZED DEALERS 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 OR ITS AUTHORIZED
DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR ITS
AUTHORIZED DEALERS 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, ITS
SUPPLIERS AND AUTHORIZED DEALERS 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 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 one (1) copy of the Software on one
(1) computer for and in conjunction only with the approved piece of hardware assigned
to the Software and/or in the Software’s accompanying documentation;
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 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 Approved Partner Hardware or Authorized Dealer, 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 authorized 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 authorized by this Addendum or as may be
authorized 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, IT SUPPLIERS
AND/OR IT AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR ITS AUTHORIZED
DEALERS 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 OR ITS AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR ITS AUTHORIZED
DEALERS 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, ITS SUPPLIERS AND/OR
ITS AUTHORIZED DEALERS 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. Unauthorized 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,
its Affiliates, its Suppliers and/or Authorized Dealers harmless from and against any and
all costs, liabilities, claims, or demands, including legal fees (on an attorney/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 a Future Corporation Affiliate or
a Future Corporation Authorized Dealer 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: 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”): 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, its Affiliates,
and/or its Authorized Dealers, 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;
8.1.3 UNITED STATES: GENERAL PROVISIONS: FOR SECTION 3 ABOVE: THE
FOLLOWING IS ADDED AT THE END OF THIS SECTION:
8.1.3.1 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 Act 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 that (i) you are not a citizen, national or resident of, and are not under the
control of, the government of: Cuba, Iran, Libya, North Korea, Sudan, Syria, 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);
8.1.3.2 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;
8.1.3.3 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;
8.1.3.4 NOTICE TO UNITED STATES GOVERNMENT END USERS: For the purposes
of the United States Code of Federal Regulations (“C.F.R.”) and under the Federal
Acquisition Regulations (“F.A.R.”) the Software pursuant to this License herein consists
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 United States
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 of this License
herein. Unpublished-rights reserved under the copyright laws of the United States. If
acquired by or on behalf of any agency within the United States Department of Defense
(“D.O.D.”), the United States Government acquires this Commercial Computer Software
and Commercial Computer Software Documentation subject to the terms of this License
Agreement herein as specified in 48 C.F.R. section 227.7202 of the D.O.D. F.A.R.
Supplement and its successors;
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, ITS AFFILIATES, ITS
SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR AUTHORIZED
DEALERS 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, ITS SUPPLIERS AND/OR
ITS AUTHORIZED DEALERS 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, ITS SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, its Affiliates, and/or its Authorized Dealers, 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, ITS AFFILIATES, ITS
SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR AUTHORIZED
DEALERS 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, ITS
SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS SUPPLIERS
AND/OR ITS AUTHORIZED DEALERS 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, its Affiliates, and/or its Authorized Dealers;
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, ITS AFFILIATES, ITS
SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS
AND/OR AUTHORIZED DEALERS 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, ITS SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS SUPPLIERS
AND/OR ITS AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS
SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR AUTHORIZED
DEALERS 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, ITS
SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS SUPPLIERS
AND/OR ITS AUTHORIZED DEALERS 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 EUROPE, MIDDLE EAST AND AFRICA
8.3.1 EUROPEAN UNION: LIMITED WARRANTY: FOR SECTION 2.8 THROUGH 2.8.4
INCLUSIVE (ABOVE): THE FOLLOWING IS ADDED TO THE END OF THIS SECTION:
8.3.1.1 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 ABOVE AT SECTION 2.8 THROUGH
2.8.4 INCLUSIVE OF THIS AGREEMENT. THE TERRITORIAL SCOPE OF THE
LIMITED WARRANTY IS WORLDWIDE;
8.3.2 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:
8.3.2.1 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;
8.3.2.2 UNDER NO CIRCUMSTANCES IS FUTURE CORPORATION, ITS AFFILIATES,
ITS SUPPLIERS AND/OR ITS AUTHORIZED DEALERS, 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;
8.3.2.3 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, ITS SUPPLIERS AND
AUTHORIZED DEALERS, AND REPRESENTS THE MAXIMUM AMOUNT FOR WHICH
FUTURE CORPORATION, ITS AFFILIATES, ITS SUPPLIERS AND/OR ITS
AUTHORIZED DEALERS, ARE COLLECTIVELY RESPONSIBLE;
8.3.3 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:
8.3.3.1 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;
8.3.3.2 UNDER NO CIRCUMSTANCES IS FUTURE CORPORATION, ITS AFFILIATES,
ITS SUPPLIERS AND/OR ITS AUTHORIZED DEALERS, 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;
8.3.3.3 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, ITS SUPPLIERS AND
AUTHORIZED DEALERS, AND REPRESENTS THE MAXIMUM AMOUNT FOR WHICH
FUTURE CORPORATION, ITS AFFILIATES, ITS SUPPLIERS AND/OR ITS
AUTHORIZED DEALERS, ARE COLLECTIVELY RESPONSIBLE;
8.3.4 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:
8.3.4.1 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;
8.3.4.2 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 HEREBY
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;
8.3.4.3 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;
8.3.4.4 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: http://www.iifuture.com/en/support.html;
8.3.5 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:
8.3.5.1 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;
8.3.5.2 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 HEREBY
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;
8.3.5.3 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;
8.3.5.4 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: http://www.iifuture.com/en/support.html;
8.3.5.5 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:
8.3.5.6 THE LIMITATIONS AND EXCLUSIONS SPECIFIED IN THIS SECTION WILL
NOT APPLY TO DAMAGES CAUSED BY FUTURE CORPORATION, ITS AFFILIATES,
ITS SUPPLIERS AND/OR ITS AUTHORIZED DEALERS INTENTIONALLY OR BY
GROSS NEGLIGENCE;
8.3.5.7 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, its Affiliates, and/or its Authorized Dealers 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;
8.3.6 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:
8.3.6.1 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;
8.3.6.2 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;
8.3.7 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:
8.3.7.1 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;
8.3.7.2 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, its Affiliates, and/or its Authorized Dealers 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;
8.3.7.3 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:
8.3.7.4 LIMITATION OF LIABILITY: EXCEPT FOR THE EXCLUSIVE REMEDY SET
FORTH ABOVE, IN NO EVENT WILL FUTURE CORPORATION, ITS AFFILIATES, ITS
SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR AUTHORIZED
DEALERS 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 AND/OR ITS AUTHORIZED DEALERS.
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, ITS SUPPLIERS AND/OR
ITS AUTHORIZED DEALERS 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, ITS SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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;
8.3.7.5 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,
8.3.7.6 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,
8.3.7.7 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,
8.3.7.8 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.”;
8.3.8 ITALY: GENERAL PROVISIONS: FOR SECTION 3 ABOVE: THE FOLLOWING IS
ADDED TO THE END OF THIS SECTION:
8.3.8.1 MUTUAL OBLIGATIONS: Future Corporation, its Affiliates and/or its Authorized
Dealers 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;
8.3.9 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;
8.3.9.1 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, its Affiliates, and/or its Authorized Dealers 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;
8.3.10 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:
8.3.10.1 NOTWITHSTANDING ANY ADVICE OR ASSISTANCE THAT FUTURE
CORPORATION MAY HAVE GIVEN TO YOU PRIOR TO THE SELECTION OF SUCH
SOFTWARE;
8.3.11 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:
8.3.11.1 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;
8.3.11.2 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 HEREBY
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;
8.3.11.3 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;
8.3.11.4 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: http://www.iifuture.com/en/support.html;
8.3.11.5 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;
8.3.11.6 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:
8.3.11.7 LIMITATION OF LIABILITY: EXCEPT FOR THE EXCLUSIVE REMEDY SET
FORTH ABOVE, IN NO EVENT WILL FUTURE CORPORATION, ITS AFFILIATES, ITS
SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS AFFILIATES, ITS SUPPLIERS AND/OR AUTHORIZED
DEALERS 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 AND/OR ITS AUTHORIZED DEALERS
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, ITS
SUPPLIERS AND/OR ITS AUTHORIZED DEALERS 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, ITS SUPPLIERS
AND/OR ITS AUTHORIZED DEALERS 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;
8.3.11.8 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,
8.3.11.9 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,
8.3.11.10 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,
8.3.11.11 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.”;
8.4 OCEANIA
8.4.1 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;
8.4.1.1 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.
Last Revised January 2013, © 1988-2013 a Future Corporation Pty. Ltd. All rights
reserved.