(Last updated on December 12, 2013)
These overall terms of service (“Terms”) are the contract between you and Final Draft, Inc. (“FDI”, “we” or “us”) that applies when you use our website (www.finaldraft.com) and any of our software, storage, sharing, processing, support and consulting services, all related documentation and all related tools and utilities (collectively, the “Services”).
In these Terms, “you” refers to the individual using the Services or, if applicable, the company or organization you are using the Services on behalf of.
When you use our software, one or more of these additional license terms (the “Licenses”) apply:
When you create an account or use the Services in any way, you agree to the Terms and any applicable Licenses. If you do not agree with the Terms and the applicable Licenses, you may not use the Services.
We can change the Terms and the Licenses at any time by posting the new version(s) to our website(s). We may also notify you via email or a notice in our platform, and we may require you to consent to the updated Terms and/or Licenses before you can use the Services further. In all cases your use of the Services is always subject to the most current version of the Terms and Licenses (except that pre-paid Services are governed by the Terms and Licenses in effect at the time you pre-paid unless the changes are to your benefit or we offer you a pro-rated refund). You can find old versions of the Terms and the Licenses at [link].
Our Services are provided without warranty and with limited liability on our part (see Sections 12 and 13 below).
1. Eligible Users and Accounts
If you are under age 18, you may not use the Services.
You may need an account to use some of the Services. All the information you supply when you create your account must be accurate and complete. You must immediately inform FDI if you suspect unauthorized activity in your account. We will hold you responsible for all activity in your account so we recommend keeping your login information secret. You may terminate your account at any time but any fees you paid before your termination will not be refunded. Terminating your account will not relieve you of any obligation to pay any accrued fees or charges.
You may not use anyone else’s account without their express permission.
Except for Services that you have already paid for, we reserve the right to change or discontinue the Services at any time and in any way. As to pre-paid Services, we can change or discontinue those Services if we offer you a prorated refund. We may assess, upgrade or change the version of any software you are using and, in order to continue to use the Services, you may need to download updates and changes to the Final Draft software on your systems and devices.
The prices for our products are listed on our website. All payment information you supply must be accurate and complete. You are obligated to update your information to keep it current. We may bill you in advance or at the time of purchase, after your purchase or, for subscription fees, on a recurring basis. We reserve the right to refuse orders or limit quantities.
Software and Apps: When you purchase or download our software or apps, you are buying a license to those Services. You can see the specific terms of those licenses by clicking on the links above. Even if we use language such as “sell”, “purchase” and/or “buy”, you are only obtaining a license to the Service and to the related documentation and any physical media associated with the Services (such as any discs that we use to provide you with the Final Draft software).
Consulting Services: when you purchase ScriptXpert or other consulting services, you may receive content provided by or created jointly with your advisor (“Screenplay Materials”) for the purpose of incorporation into your screenplay. You own all Screenplay Materials. On the other hand, we own and retain all right, title and interest in any content you receive from your advisor that is not intended to be incorporated into your work, including technical or industry-related advice and other content (“ScriptXpert Materials”). You acknowledge that we are free to use the ScriptXpert Material in any manner, including providing the same ScriptXpert Materials to anyone else. We grant you a non-exclusive, perpetual and irrevocable license to use the ScriptXpert Materials for your personal use only, provided (i) you may not copy, publish, distribute, share, sell or transfer the ScriptXpert Materials to any third party and (ii) you understand that the ScriptXpert Materials are our confidential information, and you will use a reasonable degree of care to prevent unauthorized use or disclosure.
4. Acceptable Use
You may not (yourself or through a third party):
(a) use the Services to harm, threaten, or harass anyone (including FDI and its employees, officers and directors),
(b) use the Services and/or the non-public information you gain from using the Services to create similar services,
(c) modify, alter, tamper with, repair or otherwise create derivative works of any software; reverse engineer, disassemble, decompile, discover or recreate the software (including source code) used to provide or access the Service, except and only to the extent that the applicable law expressly requires us to permit you to do so,
(d) use any automated process (e.g., a bot) with the Service,
(e) use the Services in any manner or for any purpose other than as expressly permitted by the Terms, the Licenses and the information available on our websites,
(f) sell, lend, rent, lease, sublicense, assign or otherwise transfer any of the rights granted to you with respect to the Services to any third party,
(g) remove, obscure or alter any proprietary rights notice pertaining to the Service, including notices on any software, apps, and documentation;
(h) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas;
(i) use the Services in connection with anything misleading or illegal or post anything that is unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable or that encourages criminal conduct,
(j) attempt to access other accounts, computer systems or networks not covered by the Terms, through password mining or any other means,
(k) violate our piracy policy http://finaldraft-vps1.com/company/legal/software-piracy, or
(l) share passwords or other access information or devices or otherwise authorize any third party to access or use the Services.
5. Suspension or Termination of Your Account
We reserve the right to suspend or terminate your access to the Services at any time for any or no reason, with or without notice, without any liability to us. For example (but without restricting the foregoing general rights), we may suspend or terminate Services if we know or have reason to suspect that (a) you are violating the Terms or a License, (b) you have used the Services in a manner that may cause us liability or disrupt others' use of the Services, or (c) you fail to pay us on time. Unless we believe a suspension will be lifted quickly, we will use commercially reasonable efforts to inform you of the suspension.
If we give you the ability to post comments or other publicly viewable material (“Posts”) through the Services, you will still retain sole ownership of those Posts but you grant us a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable, transferable right to use your Posts for any purpose, including displaying your Posts on our websites and elsewhere and creating derivative works, and you irrevocably waive all claims and assertions of moral rights or attribution associated with your Posts. FDI has no obligation to monitor Posts but we reserve the right to delete Posts and/or block your ability to make Posts at anytime, for any or no reason.
FDI and its licensors retain all right, title and interest in the Services, trademarks, service marks and logos, including all underlying software, technology and processes and any enhancements or modifications. Any use of our trademarks or materials on our website must be in compliance with our Permissions and Trademarks policy HERE. Except for rights expressly granted in the Terms and the Licenses, nothing in the Terms or the Licenses grants you any other right, title or license.
Except as described in this paragraph, you may not reproduce our software, apps or our documentation for the purpose of reproducing or distributing it unless you have entered into a separate signed written agreement with FDI that explicitly authorizes you to do those things. You may use documentation available on our websites (such as white papers, press releases, datasheets and FAQs) provided that (1) the following copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) you are using the documents only for informational and non-commercial or personal use and the documents will not be copied or posted on any network computer or broadcast in any media, and (3) you do not modify the documents. Accredited academic institutions, such as K-12, universities, private/public colleges, and state community colleges, may reproduce documentation for distribution in the classroom. Distribution outside the classroom requires our express written permission.
Copyright notice: Copyright (c) 2014 Final Draft, Inc., 26707 W. Agoura Road, Suite 205, Calabasas, CA 91302 U.S.A. All rights reserved.
We may use your feedback and suggestions for any purpose without attribution, accounting or compensation to you.
9. Consent To Email and Advertising
We may email you about the Services and about other products, services and offers. You may opt-out of receiving promotional messages by following the opt-out instructions in the emails. In addition, FDI may display ads on the Services without passing on any compensation to you.
You will indemnify, defend, and hold harmless FDI, its affiliates, officers, directors, shareholders, employees, contractors, licensors, licensees, agents, and representatives (the “Covered Entities”) against all liability, claims, costs, damages, settlements, and expenses (including interest, penalties, attorney fees and expert witness fees) (“Liabilities”) incurred by any Covered Entity in any way arising out of or relating to your violation of the Terms or the Licenses, your use of the Services, your content or your Posts. FDI reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
12. NO WARRANTY
To the maximum extent permitted by applicable law, the Services are provided “AS IS” and “AS AVAILABLE”, with all faults and without warranty of any kind. The Covered Entities disclaim all warranties and representations whether express, implied or statutory, including implied warranties of fitness for a particular purpose, accuracy and non-infringement. The Covered Entities do not promise that the Services will meet your requirements or be uninterrupted or error free, that your content will be available, secure or free from loss, that our consulting advice (including ScriptXpert Materials) will help you obtain any particular result or that your content will be successful.
The Covered Entities do not control, endorse or accept responsibility for any third party materials, products, services or offers accessible through the Services (including via links to third party websites). We make no representations or warranties about such third parties and you engage with them at your own risk.
Some jurisdictions do not allow exclusion of implied warranties or limitations on your statutory rights, so our disclaimer may not apply to you.
13. LIMITATION OF LIABILITY
To the extent not prohibited by law, the Covered Entities shall not be liable for any incidental, special, indirect, consequential or similar damages, including lost profits, damages arising from loss of information (including your content), business interruption, regardless of the theory of liability (contract, tort or otherwise) and even if we have been advised of the possibility of such damages. In no event shall the Covered Entities’ total aggregate liability for all damages arising under or related to the Services or any other Final Draft products or services exceed the greater of $100 or the amount you paid for the Services in the three months preceding the event giving rise to the liability. These limits apply even if a stated remedy fails of its essential purpose. Some jurisdictions do not allow limits on certain liabilities so these limitations may not apply to you.
14. Location, Export
The Services are provided from the United States. By using and accessing the Services, you understand and consent to storage and processing of any information you provide to us, in the United States. FDI also reserves the right to store and process personal information outside of the United States.
You may not use, export or re-export the Services except as authorized by United States law, the laws of your jurisdiction and any other applicable laws or regulations. Without limiting this general prohibition, you may not transfer any software or other Services to anyone on the US government Lists of Parties of Concern (see http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern).
15. US Government
Any software that is downloaded or used for or on behalf of the United States of America, its agencies and/or instrumentalities ("U.S. Government"), is provided with Restricted Rights. Use, duplication and disclosure by the U.S. Government are subject to restrictions as set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227-19, as applicable. The manufacturer is Final Draft, Inc., 26707 W. Agoura Road, Suite 205, Calabasas, CA 91302.
16. Audit Rights
FDI reserves the right to audit your compliance with the Terms and any License. You grant FDI the right to access your computer and other devices to verify your compliance with these Terms and any applicable Licenses. Any audit that includes your physical premises will be made on reasonable notice.
© 2014 Final Draft, Inc. All rights reserved.