FINAL DRAFT, INC. END USER LICENSE AGREEMENT
By installing this software, you indicate your acceptance of the following Final Draft, Inc. End User License Agreement.
This is a legal document which constitutes an agreement between you (whether you are the end-user or the purchaser) and Final Draft, Inc. Carefully read all the terms and conditions of this Agreement prior to installing this software. Installing this software indicates your acceptance of these terms and conditions. This document constitutes the complete Agreement between you and Final Draft, Inc. and cannot be changed or modified except by a written agreement between you and Final Draft, Inc. signed by an officer of Final Draft, Inc.
If you do not agree to these terms and conditions, then within fifteen (15) days of purchase you should “Deactivate” the product (refer to the User Manual for instructions), return all the components of this product to the place of purchase; your money will be refunded. No refund will be given for products that have missing components or missing activations, or that have components that are not in saleable condition.
LICENSE: Final Draft, Inc. hereby grants you the limited, nonexclusive, nontransferable (except as to the Single-User Version of the Program), nonassignable, nonsublicensable right to use the software ("Program") that accompanies this Agreement. Your right to use the Program terminates immediately upon the violation of any provision of this Agreement. Whether you are the purchaser of this Program or the end user, you must comply with this Agreement. If you are the purchaser of this Program, you are also responsible for any violation of this Agreement by your employees, agents, students or other users, if any.
You and, if you are the purchaser of this Program, your employees, agents and students or other users, if any, must not: (a) make modifications of any kind, either to the Program itself or to the environment in which it operates, that suppress the Program's screen output; (b) sell, rent, lease or distribute copies of (or access to) the Program or related documentation to others, or charge others a fee in return for access to the Program; (c) modify, translate, disassemble, decompile, create derivative works from or reverse engineer in any way the Program or related documentation; (d) use, copy, modify, or transfer the Program or documentation or any copy except as expressly provided in this Agreement; (e) remove, obscure, alter or omit any copyright, trademark, patent or other legal notices displayed on, by or in connection with the Program; (f) alter, disable, circumvent or attempt to circumvent any technological measure that controls access to, use of or copying of the Program, including but not limited to registration and activation procedures; (g) install, or permit access to, the Program on or via any Web site, the Internet, extranet, dialup or other remote connection; or (h) use or make available the Program as an Application Service Provider (ASP).
The Program is available in a Single-User Version and two types of Multi-User Versions (a KeyServer License and a Volume License). The version you (or your company, school or other organization) have purchased is indicated on the software box or on your order form, invoice or similar document. The different versions have different restrictions on the number of permitted simultaneous users, and the number of computers the Program may be loaded onto. These license restrictions are as follows:
Single-User Version: A Single-User Version of the Program is usable in two modes, each of which has different limits on your right to load and use the Program. The modes are: (1) Demo Mode, which permits you to open and view files and offers limited additional functionality; and (2) Activated Mode, which requires you to enter a customer number into the Program, then contact Final Draft, Inc.’s activation server via the Internet (automated process as part of installation) or by telephone. In Demo Mode, you are permitted to load, and concurrently use, the Program on as many computers under your ownership or control as you wish. In Activated mode, you may load the Program on two computers that you own and use, but are only permitted to use the Program on one computer at a time. As an example, you are not allowed to load a single copy of the Program on one computer that you own and on another computer that is owned by (or that you lend to) a friend or writing partner. In this situation, your friend or writing partner must purchase their own copy of the Program. Also, you and your employees and agents, if any, must not electronically transfer the Program from one computer to another over any network, including but not limited to the Internet and local area networks. And, you are not permitted to make copies of the user documentation.
Multi-User Version (Volume License): If you have purchased a Volume License, the number of computers on which you may activate the Program must not exceed the number of activation tokens (“activations”) you have purchased and have the right to use. This number will be indicated on your order form, invoice or similar document. You must: ensure that no use is made of the Program in violation of these limits. Promptly notify Final Draft, Inc. of any infringement of the Software of which you are or become aware; and provide Final Draft, Inc. with all reasonable assistance necessary to counter such infringement. You are permitted to make a number of copies of the user documentation, not to exceed the number of activations you have purchased and have the right to use.
Multi-User Version (KeyServer License): If you have purchased a KeyServer License, you may install the Program onto any or all computers on a single local area network under your ownership or control, but may not concurrently use the Program on more than the number of client workstations specified on your order form, invoice or similar document. You must: ensure that no use is made of the Program in violation of these limits. Promptly notify Final Draft, Inc. of any infringement of the Software of which you are or become aware; and provide Final Draft, Inc. with all reasonable assistance necessary to counter such infringement. You are permitted to make a number of copies of the user documentation, not to exceed the number of activations you have purchased and have the right to use.
BACKUP: Once installed onto a computer, you may make one copy of the Program from the files from that computer solely for backup purposes. You must not delete the copyright notices on the backup copy.
TRANSFER: If you purchased the Single-User Version of the Program, you may transfer this Agreement (your license to use the Program) to another party, if the other party agrees to the terms and conditions of this Agreement and you complete and submit the Final Draft, Inc. Transfer of Ownership form, available online at http://www.finaldraft.com/support/transfer-of-ownership.php, at the time of the transfer of ownership. If you transfer your license, you must at the same time transfer the Program itself (that is, all original materials) and destroy all copies of the Program and documentation that remain in your possession. If you have purchased upgrades (at discounted, upgrade pricing) of the Program, you must transfer those later versions as well. Likewise, if the Program was purchased as an upgrade, you must also transfer the earlier version(s) of the Program from which you upgraded. Multi-User Version licenses are not transferable, except in connection with a change of control (including the sale of substantially all assets) of the organization that purchased the Multi-User Version license. The transferee must agree in writing to the terms and conditions of this Agreement and you must complete and submit the Final Draft, Inc. Transfer of Ownership form. You may not transfer, delegate or assign this Agreement or any portion thereof except as described in this paragraph.
COPYRIGHT: The Program and related documentation are copyrighted property of C & M Software, LLC. You may not copy the Program or its documentation except for backup purposes solely as expressly permitted in this Agreement and to load the Program into the computer as part of executing the Program. All other copies of the Program (including software that has been modified, merged, decompiled, disassembled, reverse engineered, or included with other software) and of its documentation are in violation of this Agreement.
LIMITED WARRANTY AND DISCLAIMER: FINAL DRAFT, INC. WARRANTS THE MEDIA, IF ANY, ON WHICH THE PROGRAM IS PROVIDED TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP FOR 30 DAYS AFTER PURCHASE. DEFECTIVE MEDIA MAY BE RETURNED FOR REPLACEMENT WITHOUT CHARGE DURING THE 30-DAY WARRANTY PERIOD UNLESS THE MEDIA HAS BEEN DAMAGED BY ACCIDENT OR MISUSE. EXCEPT AS PROVIDED IN THE PRECEDING TWO SENTENCES, THE PROGRAM IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PROGRAM. FINAL DRAFT, INC. MAKES NO REPRESENTATION OR WARRANTIES WITH RESPECT TO THE CONTENTS HEREOF AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, FINAL DRAFT, INC. DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE CORRECTNESS, ACCURACY, RELIABILITY, COMPATIBILITY OR UNINTERRUPTED OPERATION OF THE PROGRAM, OR OTHERWISE; AND YOU RELY ON THE PROGRAM AND ITS RESULTS SOLELY AT YOUR OWN RISK. YOU ASSUME THE ENTIRE RISK AS TO THE SELECTION, USE, PERFORMANCE, QUALITY AND RESULTS OF AND RELIANCE UPON THE PROGRAM. YOU AGREES NOT TO USE THE PROGRAM IN ANY SITUATION WHERE SIGNIFICANT DAMAGE OR INJURY TO PERSONS, PROPERTY OR BUSINESS COULD OCCUR FROM A SOFTWARE ERROR. FINAL DRAFT, INC. EXPRESSLY DISCLAIMS THE UNIFORM COMMERCIAL CODE AND THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.
LIMITATION OF LIABILITY: FINAL DRAFT, INC., ITS OFFICERS, EMPLOYEES AND AGENTS, AND ITS DISTRIBUTORS, DEALERS AND RETAILERS (COLLECTIVELY, “FINAL DRAFT RELATED PARTIES”) SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, COLLATERAL, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES OR FOR LOSS OF BUSINESS, LOSS OF PROFITS, INTERRUPTION OF SERVICE, LOSS OF DATA, LOSS OF GOODWILL, OR THE LIKE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF FINAL DRAFT, INC. OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ANY EVENT, THE AGGREGATE LIABILITY OF FINAL DRAFT RELATED PARTIES TO YOU IS LIMITED TO: (A) REFUND OF THE PRICE YOU PAID FOR THE PROGRAM, IF YOU ARE THE PURCHASER OF THE PROGRAM; OR (B) FIFTY DOLLARS ($50) IF YOU ARE AN AUTHORIZED END USER OF A MULTI-USER VERSION OF THE PROGRAM BUT ARE NOT THE PURCHASER. IF, FOR SOME REASON, FINAL DRAFT RELATED PARTIES ARE LIABLE TO YOU EVEN THOUGH NEITHER (A) NOR (B) APPLY, THEN THE AGGREGATE LIMITATION OF LIABILITY TO YOU IS TEN DOLLARS ($10).
THE FOREGOING STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST FINAL DRAFT, INC. THE LIMITED WARRANTY, EXCLUSIVE REMEDIES AND LIMITED LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FINAL DRAFT, INC. AND YOU. YOU AGREE AND ACKNOWLEDGE THAT FINAL DRAFT, INC. WOULD NOT BE ABLE TO PROVIDE THE PROGRAM ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.
Some jurisdictions do not allow excluding or limiting implied warranties or limiting liability for incidental or consequential damages, and some jurisdictions have special statutory consumer protection provisions that may supersede this limitation of liability. As a result, these limitations may not apply to you if prohibited by the laws of your jurisdiction. These warranties give you specific legal rights and remedies; you may also have other rights and remedies which arise from operation of law and vary from jurisdiction to jurisdiction.
Duty to Back Up Data. It is your responsibility to periodically back up all data (such as document files) used in conjunction with the Program, and to advise end users to do likewise, in order to prevent catastrophic loss. Final Draft, Inc. has no liability for loss of data, no matter what the cause.
U.S. GOVERNMENT RESTRICTED RIGHTS: The Program and any accompanying documentation and materials are provided with Restricted Rights. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraphs (a) through (d) of the Commercial Computer Software - restricted Rights clause at FAR 52.227-19, (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement, as applicable. Contractor/manufacturer is Final Draft, Inc., 26707 W. Agoura Rd., Suite 205, Calabasas, CA 91302.
GENERAL: If you breach this Agreement, Final Draft, Inc. has the right to do any or all of the following: suspend your access to the Program; terminate this Agreement; and obtain equitable and monetary relief. If this Agreement is terminated, you agree to return the Program and all documentation to Final Draft, Inc., and to delete any electronic copies thereof. Final Draft, Inc. shall have the right to freely assign or transfer this Agreement. Nothing in this Agreement shall be construed as creating a partnership or joint venture between the parties or making you an agent or employee of Final Draft, Inc. If any provision of this Agreement is unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement. This Agreement is deemed accepted, executed and performed in Los Angeles County, California, U.S.A. This Agreement is subject to the substantive laws of the state of California, U.S.A. without reference to choice of law principles. You and Final Draft, Inc. consent to personal and exclusive jurisdiction of, and venue in, the state and federal courts within Los Angeles County, California, U.S.A., and waive any objection to jurisdiction or venue or based on forum non convenience or similar doctrines. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL RIGHT TO A CIVIL JURY TRIAL.
Copyright © 2008 C & M, LLC. Copyright © 2008 Final Draft, Inc. All rights reserved.