Small and Medium Educational Enterprise License

This Final Draft Small and Medium Educational Enterprise Site License Agreement (“Agreement”) is entered into by and between Cast & Crew Production Software, LLC, dba Final Draft, with offices at 2300 W. Empire Ave, 5th Floor, Burbank, CA 91504 (“FD”) and the licensee indicated on the Final Draft Site License Information Sheet (“Licensee”).

Notwithstanding anything to the contrary, FD reserves the right, in its sole discretion, to update the terms of this Agreement at any time by posting the new version(s) to FD’s website(s). Licensee can see the most current version of this Agreement HERE. Please add this page to your bookmarks and consult this site regularly to find out about any updates to this Agreement. The “Last Updated” date at the bottom of this Agreement indicates when the latest modifications were made. By continuing to access and use the Software (defined below) after this Agreement has been modified, Licensee is agreeing to such modifications. FD may also notify Licensee via email or a notice in FD’s platform, and FD may require Licensee to consent to the updated Agreement before you or your Users (defined below) can use the Software further. In all cases your use of the Software is always subject to the most current version of this Agreement (except that pre-paid Software are governed by the Agreement in effect at the time Licensee pre-paid unless the changes are to Licensee’s benefit or FD offers Licensee a pro-rated refund).

Under this Agreement, the version of Final Draft specified on an Order (as defined below), and any upgrades and updates made thereto in FD’s sole discretion (the “Software”) is licensed, not sold, to Licensee for use only under the terms and conditions of this Agreement. FD grants Licensee a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to download and install the Software on computers that are (a) controlled and (b) owned or leased by Licensee, for use by Licensee’s staff and Licensee’s individual independent 1099 contractors (each a “User” and collectively, “Users”) solely for the purpose of creating content on behalf of Licensee. Except for the limited license explicitly granted above, FD retains all right, title and interest (including all intellectual property rights) in the Software and user documentation, including the copies of the Software on Licensee’s devices. If Licensee does not agree to the terms of this Agreement, Licensee and its Users must not install, copy, download, access or use the Software, and Licensee must promptly notify FD in writing.

The “Term” of this Agreement shall run concurrent with the License Term indicated on any active customer order, information sheet, sales quote or invoice under this Agreement (each, an “Order”), unless terminated earlier in accordance with the terms herein. The License Term of any Order shall automatically renew for subsequent periods of equal length as the original License Term unless either FD or Licensee sends written notice to the other of its intent not to renew at least 15 days prior to expiration of the then-current License Term. FD may change pricing, quantity or other terms for a renewal Order by sending a written Order document to Licensee at least 30 days prior to expiration of the then-current License Term. Upon renewal of an Order, each of FD and Licensee agrees and shall agree that the then-current version of this Agreement available at Small and Medium Educational Enterprise License shall govern such Order. Licensee is required to pay the Cost as noted on the Final Draft Site License Information Sheet.

In addition to any restrictions stated in the End User License Agreement, Licensee may not (itself or through a User or any third party):

• use the Software, documentation and/or the non-public information it gains from using the Software and/or the documentation to create similar software or services;
• modify, alter, tamper with, repair or otherwise create derivative works of the Software;
• reverse engineer, disassemble, decompile, discover, recreate, or create derivative works of any of the Software or any part thereof (including source code);
• sell, lend, rent, lease, sublicense, assign or otherwise transfer any of the rights granted to Licensee with respect to the Software to any third party;
• provide the Software to any third party or allow any third party to access the Software;
• remove, obscure or alter any proprietary rights notice appearing on or within the Software or any documentation; or
• violate any applicable laws or regulations.

Licensee will deactivate the Software on computers within its control where the Software is no longer being used, in accordance to the deactivation instructions provided by FD.

FD reserves the right to audit Licensee’s compliance with this Agreement. Licensee grants FD the right to access its computers and other devices to verify such compliance. Any audit that includes Licensee’s physical premises will be made on reasonable notice.

FD may use the feedback and suggestions of Licensee and/or Users for any purpose without attribution, accounting or compensation to any such entity or person.

Use of the Software subjects Licensee and its Users to FD’s Privacy Policy. Please review our Privacy Policy carefully as it explains what information FD collects and how we protect it.

Licensee will indemnify, defend, and hold harmless FD, its affiliates, officers, directors, shareholders, employees, contractors, licensors, licensees, agents, representatives and affiliates of any of the foregoing (the “Covered Entities”) against all liability, claims, demands, actions, settlements, losses, damages, costs and expenses (including interest, penalties, attorney fees, costs and expert witnesses’ fees) incurred by any Covered Entity in any way arising out of or relating to Licensee’s violation of this Agreement or its or its Users’ use of the Software. FD reserves the right, at Licensee’s expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Licensee, and in such case, Licensee agrees to cooperate with FD’s defense of such claim.

A party may terminate this Agreement immediately in the event that the other party is in material breach, has been given a notice of breach, and has failed to cure within 30 days of that notice. Immediately upon expiration or termination of this Agreement, Licensee will stop using the Software, deactivate the Software on all Licensee computers, and return or destroy any documentation in Licensee’s or its Users’ possession.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSEE AND ITS USERS EXPRESSLY ACKNOWLEDGES THAT USE OF THE SOFTWARE AND DOCUMENTATION IS AT LICENSEE’S AND ITS USERS’ OWN RISK AND THAT THE SOFTWARE AND DOCUMENTATION IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, BASIS, “WITH ALL FAULTS” AND WITHOUT WARRANTY OF ANY KIND. THE COVERED ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT, WHETHER ARISING UNDER LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. THE COVERED ENTITIES DO NOT PROMISE THAT THE SOFTWARE OR DOCUMENTATION WILL MEET LICENSEE’S REQUIREMENTS OR BE UNINTERRUPTED OR FREE OF BUGS, ERRORS OR MALWARE (SUCH AS VIRUSES), THAT LICENSEE’S CONTENT WILL BE AVAILABLE, SECURE OR FREE FROM LOSS, THAT THE SOFTWARE OR DOCUMENTATION WILL HELP LICENSEE OR ITS USERS OBTAIN ANY PARTICULAR RESULT OR THAT LICENSEE’S OR ITS USERS’ CONTENT WILL BE SUCCESSFUL. LICENSEE WILL BEAR ALL COSTS AND ALL RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE AND DOCUMENTATION. IN ADDITION, LICENSEE WILL BEAR THE WHOLE COST OF ANY MAINTENANCE, REPAIR OR CORRECTION REQUIRED FOR LICENSEE’S SYSTEMS TO USE THE SOFTWARE OR DOCUMENTATION. LICENSEE WILL BEAR ALL RISKS ASSOCIATED WITH TIME AND EFFORT LOST, LOSS OF DATA (PARTICULARLY YOUR CONTENT), ERRORS OR LOSS OF COMMERCIAL OR OTHER INFORMATION RESULTING FROM THE USE OF THE SOFTWARE AND DOCUMENTATION. THE COVERED ENTITIES DO NOT CONTROL, ENDORSE OR ACCEPT RESPONSIBILITY FOR ANY THIRD-PARTY MATERIALS, PRODUCTS, SERVICES OR OFFERS ACCESSIBLE THROUGH THE SOFTWARE OR THROUGH FD’S ONLINE PROPERTIES (INCLUDING VIA LINKS TO THIRD PARTY WEBSITES). THE COVERED ENTITIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT SUCH THIRD PARTIES AND LICENSEE AND ITS USERS ENGAGE WITH THEM AT ITS OWN RISK. FURTHERMORE, THERE IS NO WARRANTY AGAINST INTERFERENCE WITH LICENSEE’S OR ANY USER’S ENJOYMENT OF THE SOFTWARE OR AGAINST INFRINGEMENT OF THIRD PARTY PROPRIETARY RIGHTS BY THE SOFTWARE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FD OR AN FD AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. Some jurisdictions do not allow exclusion of implied warranties or limitations on statutory rights, so this disclaimer may not apply to Licensee.

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, arising out of or in any way related to the use of or inability to use the Software or documentation, or otherwise in connection with any provision of this Agreement, regardless of the theory of liability (contract, tort (including negligence), product liability or otherwise) and even if a Covered Entity has been advised of the possibility of such damages. In no event shall the Covered Entities’ total aggregate liability for all damages arising under this Agreement or related to the Software or documentation exceed the greater of $100 or the amount Licensee paid FD for the Software in the three months preceding the event giving rise to the liability. In addition, in no event shall any Covered Entities be held liable for payment to Licensee or any of its Users of any sum or any damages as a result of Licensee or its Users being unable to use all or part of the Software or documentation. These limits apply even if a stated remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limits on certain liabilities so these exclusions or limitations may not apply to Licensee. The exclusions and limitations of liability set forth herein are fundamental elements of the basis of the bargain between Licensee and FD. The Software would not be licensed without such exclusions and limitations.

Licensee and each User is solely responsible for maintaining the security of its content and appropriate security measures, including using additional encryption technology to protect its content from unauthorized access and disclosure, and for keeping backup copies of all content. FD has no responsibility or liability for deletion, corruption or any other damage to or loss of content. FD is not responsible for determining rights and ownership of any works created using the Software.

The Software is subject to U.S. and local export control and sanctions laws. Licensee and its Users acknowledge and agree to the applicability of and Licensee’s and its Users’ compliance with those laws, and neither Licensee nor its Users will receive, use, transfer, export or re-export any Software or documentation in a way that would cause FD to violate those laws. Licensee and its Users also agree to obtain any required licenses or authorizations.

US Government 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 its successor provisions) or subparagraphs (c)(1) and (2) of the Commercial Computer Software – Restricted Rights at 48 CFR 52.227-19 (or its successor provisions), as applicable. The manufacturer is Cast & Crew Production Software, LLC, dba Final Draft, 2300 W. Empire Ave, 5th Floor, Burbank, CA 91504.

The Software may be protected by license management software (“License Management”). In such case, Licensee hereby agrees, acknowledges and consents to the following regarding the License Management: (i) the installation of the Software will cause the License Management to be installed on your computer; (ii) the License Management may limit the number of installations of the Software; (iii) the License Management may install on your computer additional components required for copy protection; and (iv) during the installation and/or the first launch of the Software, an online connection may be required to unlock the Software through the License Management. In no event shall FD be liable in connection with the components that may be installed on your computer by any License Management. An internet connection, a Final Draft account and registration with a unique code may be required to use the Software.

Licensee may not assign this Agreement or any of its rights to the Software without FD’s prior written consent, which may be granted or withheld in FD’s sole discretion.

This Agreement is governed by the laws of the State of California, excluding its choice of laws principles. The Convention on Contracts for the International Sale of Goods will not apply. Licensee must bring any claims under this Agreement within one year unless the law requires a longer timeframe. Claims not filed within those limits are permanently barred. Except for the optional arbitration described in this Sec. 17, the parties will resolve any disputes in the courts of Los Angeles County, California. Licensee and FD hereby irrevocably and unconditionally consent to the jurisdiction of, and venue in the courts of Los Angeles County, California and waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible. FD’S GOAL IS TO PROVIDE LICENSEE WITH A NEUTRAL AND COST-EFFECTIVE MEANS OF RESOLVING A DISPUTE QUICKLY. THUS, EXCLUDING CLAIMS FOR EQUITABLE RELIEF, IF THE TOTAL AMOUNT IN DISPUTE IS LESS THAN $10,000, EITHER PARTY MAY ELECT TO RESOLVE THE CLAIM THROUGH BINDING ARBITRATION BY INITIATING ARBITRATION THROUGH AN ESTABLISHED PROVIDER THAT IS AGREED BY THE PARTIES. THE ARBITRATION MUST BE CONDUCTED UNDER THE FOLLOWING RULES: (A) AT THE CHOICE OF THE PARTY SEEKING RELIEF, THE ARBITRATION SHALL BE CONDUCTED BY TELEPHONE, ONLINE, OR SOLELY ON WRITTEN SUBMISSIONS; (B) NO PARTY OR WITNESS WILL MAKE ANY PERSONAL APPEARANCE UNLESS THE PARTIES AGREE OTHERWISE; AND (C) THE WINNING PARTY MAY HAVE THE ARBITRATOR’S AWARD ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION. Whether in court or in arbitration, to the maximum extent permitted by applicable law, the initiating party must bring all claims in its individual capacity and not as a plaintiff or class member in a class action or other similar proceeding. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement. In addition to all other rights and remedies available at law or in equity, FD will be entitled to recover any legal fees and other costs associated with enforcing this Agreement.

If any provision of this Agreement is legally unenforceable, that provision shall be limited to the least extent necessary to render it enforceable (or eliminated if it cannot be made enforceable) and the validity and enforceability of the remaining provisions will not be affected. No waiver will be effective unless it is in an explicit writing and signed by the waiving party. No failure or delay by FD to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

The contents of the Software (e.g., the design, text, software, technical drawings, configurations, graphics, other files, and their selection and arrangement) and the documentation are: Copyright © 2024 Cast & Crew Production Software, LLC, dba Final Draft, and/or the proprietary property of FD’s suppliers, affiliates, or licensors. All Rights Reserved.

Final Draft and the Final Draft logos are trademarks, service marks and/or registered trademarks of Cast & Crew Production Software, LLC, dba Final Draft, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of FD. Other product and company names may be trade or service marks of their respective owners. FD may have patents, patent applications, trademarks, copyrights, or other intellectual property rights in the United States and/or other countries covering subject matter that is part of the Software. Except for the licenses to our intellectual property specifically provided for in this Agreement, FD does not give Licensee any other license to its intellectual property.

LAST UPDATED January 9, 2024