Software License Agreement


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 (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 ;

 

“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: 8, 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 8;

 

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 and does not include every make and model of plotter or vinyl cutter manufactured or currently available, and to avoid any doubt Future Corporation does not warrant support for any specific make or model of plotter or vinyl cutter;

 

“Plug-In” means Component for the purposes of this Agreement (see above);

 

“Possession or Control” means (i) the effective ownership or proprietorship of the Software license notwithstanding the legal ownership or proprietorship thereof, and/or (ii) the effective ownership or proprietorship of a computer or device notwithstanding the legal ownership or proprietorship thereof that has any prior or actual relationship with, or to, the Software;

 

“Printer” or “Large/Wide Format Printer” means an electronic device that uses any process/technology to print onto a substrate and does not include every make and model of printer or large/wide format printer manufactured or currently available, and to avoid any doubt Future Corporation does not warrant support for any specific make or model of printer or large/wide format printer;

 

“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 FOURTEEN (14) 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;

 

2.3.3.1 ELECTRONIC DELIVERY OF COMMUNICATIONS: You agree and consent to receive electronically including but not limited to all communications, documents, notices, product information, links, offers and disclosures (collectively, "Communications") that Future Corporation, its Affiliates, and/or its Authorized Dealers provide in connection with the Software and your Future Corporation account and your use of our services;

 

2.3.3.2 HOW TO WITHDRAW YOUR CONSENT: You may withdraw your consent to receive Communications electronically by writing to us with your business and/or related details to: or by clicking Unsubscribe on any electronic communications which provides such link;

 

2.3.3.3 UPDATING YOUR CONTACT INFORMATION: It is your responsibility to keep your primary email address up to date so that Future Corporation, its Affiliates, and/or its Authorized Dealers can communicate with you electronically. You understand and agree that if Future Corporation sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Future Corporation will be deemed to have provided the Communication to you;

 

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

 

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: (1) 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; AND/OR (2) COMPATIBILITY, USE OF OR WITH ANY THIRD PARTY SOFTWARE OR HARDWARE INCLUDING BUT NOT LIMITED TO (I) SOFTWARE FILES AND/OR FORMATS, OR; (II) PLOTTERS, VINYL CUTTERS, PRINTERS, LARGE/WIDE FORMAT PRINTERS OR ANY OTHER ELECTRONIC DEVICE; AND/OR (3) PROBLEMS CAUSED BY: (I) YOUR ACTS OR OMISSIONS (FAILURES TO ACT); AND/OR (II) THE ACTS OF OTHERS (INCLUDING THIRD PARTIES); AND/OR (III) MALICIOUS SOFTWARE (INCLUDING BUT NOT LIMITED TO MALWARE, TROJANS, VIRUSES OR WORMS); AND/OR (IV) INCORRECTLY OR IMPROPERLY CONFIGURED THIRD PARTY SOFTWARE (INCLUDING BUT NOT LIMITED TO THE OPERATING SYSTEM, ANTIVIRUS AND/OR ANY INTERNAL OR EXTERNAL NETWORK); AND/OR (V) 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  |   All rights reserved.

 
 


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