Terms and Conditions of Sale

  All rights reserved.


I.  ("Future Corporation") and you and/or the legal entity (i) you hereby represent; and/or (ii) intends to purchase or license goods from Future Corporation (referred collectively herein as "you" or "your") agree that the purchase or licensing of (i) Future Corporation hardware products (hereafter "the Hardware"); and (ii) Future Corporation software products (hereafter the "Software"); and (iii) Future Corporation hardware and/or software services and support (hereafter the "Services"); and (iv) third party software products (hereafter "3rd Party Software") are made under these terms and conditions, and that FUTURE CORPORATION SHALL NOT BE BOUND BY YOUR, ANOTHER OR THIRD PARTY'S ADDITIONAL OR DIFFERENT TERMS;

 

II. IMPORTANT: TO THE EXTENT PERMITTED BY LAW, FUTURE CORPORATION'S ACCEPTANCE OF YOUR: (I) APPLICATION OR ORDER TO PURCHASE OR TO LICENSE; AND/OR (II) PURCHASE OR LICENSE OF: HARDWARE, SOFTWARE, 3RD PARTY SOFTWARE AND/OR SERVICES (REFERRED COLLECTIVELY HEREIN AS "THE GOODS") SHALL CONSTITUTE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS AS SET FORTH HEREIN; AND (A) YOU HEREBY ACKNOWLEDGE AND AGREE WITH FUTURE CORPORATION THAT THIS AGREEMENT IS LIKE ANY NEGOTIATED WRITTEN AGREEMENT SIGNED BY YOU; AND (B) THAT THIS AGREEMENT IS ENFORCEABLE AGAINST YOU AND/OR THE LEGAL ENTITY THAT MAKES APPLICATION AND/OR ORDERS AND/OR PURCHASES OR LICENSES ANY GOODS FROM FUTURE CORPORATION;

 

III. AGREEMENT IRREVOCABLE: YOUR OBLIGATIONS UNDER THIS AGREEMENT ARE ABSOLUTE, NON CANCELLABLE AND SHALL CONTINUE WITHOUT ABATEMENT AND REGARDLESS OF ANY DISABILITY OF YOURS TO USE THE GOODS OR ANY PART THEREOF FOR ANY REASON INCLUDING, BUT NOT LIMITED TO WAR, ACT OF GOD, GOVERNMENTAL REGULATIONS, STRIKE, LOSS, DAMAGE, DESTRUCTION, OBSOLESCENCE, FAILURE OF OR DELAY IN DELIVERY, REPAIR OR MAINTENANCE, UNAVAILABILITY OF PARTS OR SUPPLIES, FAILURE OF THE GOODS TO OPERATE PROPERLY, TERMINATION BY OPERATION OF LAW, YOUR CHANGE OF MIND OR CHANGE IN YOUR PERSONAL CIRCUMSTANCES, OR ANY OTHER CAUSE;

 

THIS AGREEMENT INCLUDES THE FOLLOWING

 

1. TERMS AND DEFINITIONS

 

2. NOTICE SPECIFIC TO THE SOFTWARE

3. SALES OF GOODS AND LICENSING

4. LIMITED WARRANTY

 

5. NO LIABILITY

6. LIMITED INDEMNITY AGAINST INFRINGEMENT

7. SERVICES

8. TECHNICAL SUPPORT

9. GOVERNING LAW

10. TERMINATION

 

11. GENERAL PROVISIONS

 

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;

“Crossgrade Software”
means a 3rd party software program and/or License that is permanently transferred to the exclusive ownership of Future Corporation from the Licensee (non-returnable), in exchange (consideration) for a financial or other benefit granted to the Licensee by Future Corporation pursuant to Future Corporation's Software License Agreement;

 

“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: 10, 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 7, 8 or 10;

 

“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;

“Installment Software” means a non-cancellable payment method for the Software License to be paid in Installments over an agreed period of time, including any and all related charges or fees that equals the whole amount otherwise payable for the Software License when all Installments have been paid to Future Corporation;

 

“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;

 

“Membership” or “Club Membership”  has the same meaning as Subscription Sales;

 

“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: 10, 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 7, 8 or 10;

 

“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;

 

“Parallel Software License” means where two (2) or more Software Licenses granted by Future Corporation to what is ultimately the same person or legally entity whether granted directly or via an Authorized dealer or Affiliate irrespective of their physical location are considered, or characterized to be one (1) Software License for the purposes of the terms and conditions herein and of the Software License Agreement;

 

“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; and does not include assistance, advice or support of any 3rd party software, computer hardware, cutting or printing device, machine or any related equipment that (i) is not functioning correctly or as it ordinarily should, or (ii) is faulty, or (iii) is misconfigured, or (iv) is incapable of working with the Software, or (v) is subject to malware, a virus, a Trojan or otherwise malicious software or firmware;

 

“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. NOTICE SPECIFIC TO THE SOFTWARE
 

2.1 SOFTWARE LICENSE: FUTURE CORPORATION SOFTWARE IS LICENSED, NOT SOLD, AND ANY REFERENCE TO THE SALE OF, TRANSFER OF, TITLE OF, OR THE SELLING OF THE SOFTWARE HEREIN OR ANYWHERE AT ANY FUTURE CORPORATION INTERNET SITE OR WITHIN ANY PRICE MATERIALS SHALL BE CONSTRUED AS THE GRANT OF A NONEXCLUSIVE LICENSE TO USE THE SOFTWARE ONLY IN ACCORDANCE WITH ITS SOFTWARE LICENSE AGREEMENT AND SHALL NOT BE CONSTRUED AS A SALE OF ANY RIGHTS THERETO OR THEREIN THE SOFTWARE, ITS ALGORITHMS, DESIGNS, METHODS, LAYOUTS, ORGANIZATION, STRUCTURE AND/OR UNDERLYING TECHNOLOGIES OR ANY ASSOCIATED INTELLECTUAL PROPERTY THEREOF. ANY FUTURE CORPORATION OR 3RD PARTY SOFTWARE THAT IS MADE AVAILABLE TO DOWNLOAD FROM ANY FUTURE CORPORATION INTERNET SITE OR ON DISC (CD/DVD) IS THE COPYRIGHTED WORK OF FUTURE CORPORATION AND/OR ITS SUPPLIERS AND FUTURE CORPORATION, ITS AFFILIATES, AND ITS SUPPLIERS RESERVE ALL OTHER RIGHTS. USE OF SUCH SOFTWARE IS GOVERNED BY THE TERMS OF THE SOFTWARE LICENSE AGREEMENT, AND YOU WILL BE UNABLE TO INSTALL ANY SOFTWARE THAT IS ACCOMPANIED BY OR INCLUDES A SOFTWARE LICENSE AGREEMENT, UNLESS YOU FIRST AGREE TO BE BOUND BY SUCH SOFTWARE LICENSE AGREEMENT. THE SOFTWARE IS MADE AVAILABLE FOR DOWNLOADING OR INSTALLATION SOLELY FOR USE BY END USERS ACCORDING TO THE SOFTWARE LICENSE AGREEMENT. TO THE EXTENT PERMITTED BY LAW, ANY REPRODUCTION, ATTEMPT TO CIRCUMVENT THE SOFTWARE PROTECTION MEASURES AND/OR REDISTRIBUTION OF THE SOFTWARE NOT IN ACCORDANCE WITH THE SOFTWARE LICENSE AGREEMENT IS EXPRESSLY PROHIBITED, AND MAY RESULT IN TERMINATION OF THE SOFTWARE LICENSE AND THIS AGREEMENT AND/OR A CLAIM OF DAMAGES AGAINST YOU AND/OR SEVERE PENALTIES AT LAW. WITHOUT LIMITING THE FOREGOING, AND UNLESS PERMITTED IN WRITING AND DULY SIGNED BY AN AUTHORIZED SUPERVISOR OR MANAGER OF FUTURE CORPORATION OR ONE OF ITS AUTHORIZED AFFILIATES COPYING OR REPRODUCTION OF THE SOFTWARE TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR REDISTRIBUTION IS HEREBY PROHIBITED;


2.2 THE SOFTWARE AND WARRANTY: FUTURE CORPORATION SOFTWARE IS WARRANTED, IF AT ALL, ONLY ACCORDING TO THE TERMS OF THE SOFTWARE LICENSE AGREEMENT. EXCEPT AS WARRANTED IN THE SOFTWARE LICENSE AGREEMENT, AND TO THE EXTENT PERMITTED BY LAW, FUTURE CORPORATION HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO FUTURE CORPORATION AND 3RD PARTY SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT;

 

2.3 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;


3. SALES OF GOODS AND LICENSING

 

3.1 TITLE: Ownership and property shall pass from Future Corporation to you upon delivery of the Goods. Notwithstanding this Future Corporation retains a security interest (see below) and right of possession in the Goods until you make full and final payment. If payment is not made within the agreed payment terms, Future Corporation shall without prejudice to any other remedies, be entitled to enter the premises where the Goods are situated and re-take possession of the Goods. Upon the appointment of Receiver, Receiver and Manager, Liquidator or Mortgagee in possession of the business of the Buyer, ownership of any Goods for which the Future Corporation has not been paid will immediately revert to the Future Corporation notwithstanding that the due date for payment may not have elapsed. Future Corporation is hereby granted an irrevocable license to enter such premises for the purpose of repossessing the Goods and upon the re-taking of possession Future Corporation shall have title to such Goods;

 

3.1.1 RISK OF LOSS AND INSURANCE: You shall bear all risks of loss or damage to Goods from any cause from date of delivery to you and you shall keep the Goods insured against all risks of loss or damage from every cause whatsoever during the term of this Agreement or until the Goods are paid in full for not less than the full replacement value thereof;

 

3.1.2 SECURITY INTEREST: On any sales or grant of a nonexclusive License, you hereby grant to Future Corporation a priority or equitable lien, purchase money security interest and/or chattel mortgage in the Goods and in any accounts receivable or cash from resale thereof until full payment is made to Future Corporation for the Goods purchased or Software Licensed. On request of Future Corporation, you agree to file any financing statements or other appropriate document with all applicable governmental authorities to assure the validity, priority, and enforceability of Future Corporation's lien;

3.1.3 PARALLEL SOFTWARE LICENSES:
The purchase of two (2) or more Future Corporation Software Licenses by you irrespective from where purchased, shall be construed as a single (1) Parallel Software License and you hereby acknowledge and agree with Future Corporation, its Affiliates and/or its Authorized Dealers that that the termination or suspension of any one Software License for any breach of the terms and conditions herein and/or under the terms and conditions of the Software License Agreement shall equally apply to any and all other Software Licenses granted to you by Future Corporation. To avoid any doubt and in the event you fail to pay for any one (1) Software License, including but not limited to: Installment and Subscription Software whereby that Software License is suspended ALL other Software Licenses shall be suspended until such time as all outstanding moneys are paid in full;

 

3.2 TAXES: All prices, fees and charges listed herein are exclusive of, and you shall pay, applicable goods and services, sales, use, service, value added or like taxes, unless you have provided Future Corporation with an appropriate exemption certificate for the delivery destination acceptable to the applicable taxing authorities;

 

3.3 CUSTOM-MADE GOODS AND SOFTWARE

 

3.3.1 Custom-Made Goods: As to any Goods which are made to order (custom-made), you assume full responsibility for the specifications of the Goods, including specifications suggested by Future Corporation and accepted by you, and for their suitability for the use to which they are to be applied. You acknowledge and agree to pay in full all fees and charges incurred as set forth in section 3.3.3 (below) to Future Corporation;
 

3.3.2 Custom-Made Software: As to any order or request by you to modify, alter or otherwise change the Software ("CustomWare"), you assume full responsibility for the specifications of such CustomWare, including specifications suggested by Future Corporation and accepted by you, and for their suitability for the use to which they are to be applied. You acknowledge and agree to pay in full all fees and charges incurred as set forth in section 3.3.3 (below) to Future Corporation;

 

3.3.3 Fees and Charges: You hereby acknowledge and agree to compensate Future Corporation all its fees and charges including but not limited to any materials, base hourly rate (USD$660 per hour, per developer or part thereof), third party expenses and shipping charges for the carrying out of the work as requested and/or ordered by you pursuant to sections 3.3.1 and 3.3.2 (above);

 

3.4 PRICES

 

3.4.1 MSRP or RRP: Unless expressly stated otherwise in writing by Future Corporation, all prices listed or displayed at: (i) Future Corporation’s Internet Sites and/or listed or displayed in Future Corporation: (ii) Catalogues, (iii) Brochures, (iv) Price Lists and any and all related Marketing Materials (referred collectively herein as "Price Materials") are stated in United States Dollars ("USD$") and the prices offered are valid for a period of thirty (30) days from the date of Future Corporation’s Offer.

 

3.4.1.1 Special Offers, Payment Options and Discounts: You acknowledge and agree with Future Corporation that Future Corporation, its Affiliates and/or its Authorized Dealers reserve the right to refuse combining with each other, any and all: (i) special offers; or (ii) one-off offers; and/or (iii) (a) discounts and/or (b) special discounts; or (c) promotional discounts for the Goods, and shall not be obliged or required by you, another or third party to accept (i) pay by Installments; or (ii) pay by subscription, which you further agree any acceptance thereof is at the absolute discretion of Future Corporation, its Affiliates and/or its Authorized Dealers;

 

3.4.2 Special Quotes and Trade Orders: All individual and/or non MSRP/RRP quotations including but not limited to emails, facsimiles, written and verbal offers are stated in USD$ and shall expire thirty (30) days from date of issuance, unless otherwise set forth on the quotation or agreed in writing by an authorized Future Corporation supervisor or manager;

 

3.4.3 Pricing and Information Disclaimer: All pricing is subject to change. For all prices, products and offers, Future Corporation reserves the right to make adjustments due to changing market conditions, product discontinuation, manufacturer price changes, errors in advertisements and other extenuating circumstances. While Future Corporation uses reasonable efforts to include accurate and up-to-date information, Future Corporation makes no warranties or representations as to the accuracy of its Price Materials. Future Corporation assumes no liability or responsibility for any errors or omissions in the content of its Price Materials;

 

3.4.4 Support-Services Charges: You hereby acknowledge and agree to compensate Future Corporation at the rate of USD$220 per hour, per incident or part thereof, for Future Corporation providing any in-house, telephone or online support for any 3rd party software, computer hardware, cutting or printing device, machine or any related equipment that (i) is not functioning correctly or as it ordinarily should, or (ii) is faulty, or (iii) is misconfigured, or (iv) is incapable of working with the Software, or (v) is subject to malware, a virus, a Trojan or otherwise malicious software or firmware; for or on your behalf;

3.5 PAYMENT
 

3.5.1 Casual Retail Sales: Payments shall be made in full by you prior to delivery of the Goods by cashier’s or company check/cheque, credit or debit card (referred collectively herein as "credit-card"), direct deposit, electronic funds transfer ("EFT"), money order or transfer, or via wire, or any other acceptable payment method which you acknowledge is at Future Corporation’s sole discretion to either accept or refuse. Where Future Corporation quotes and/or lists prices in non USD$ ("Other Currency") and you offer to pay with a valid credit-card and Future Corporation accepts such credit-card and offer, Future Corporation will ordinarily charge in that currency. However, Future Corporation reserves the right to calculate and process such payment to an amount equivalent to such Other Currency in AUD$ or USD$ as listed by and at http://www.xe.com. All other payment methods unless agreed to in writing by Future Corporation prior to payment must be to an equivalent amount in USD$ as listed by and at http://www.xe.com on the same day of payment. For example, if a product is listed at EUR€1.00,00 and the equivalent according to http://www.xe.com is USD$150.00 on such day, then USD$150.00 is the amount which must be paid to Future Corporation for the order to be accepted should all other terms and conditions as listed herein be satisfied;

 

3.5.2 Credit Sales: If Future Corporation approves your credit application for credit terms, payment shall be due no later than 30 days from the date of Future Corporation’s invoice. All sums not paid when due shall accrue interest daily at the lesser of a monthly rate of 1.5% or the highest rate permissible by law on the unpaid balance until paid in full;

 

3.5.3 Installment Sales: Future Corporation, its Affiliates and/or its Authorized Dealers may in their absolute discretion permit you to pay for certain Future Corporation Software Licenses in Installments until such time as the Software License is paid in full, in lieu of paying upfront, as set out in Future Corporation's Price Materials subject to the terms and conditions as set forth below (collectively "Installment Software"). If you apply to pay for a Software License by Installments and Future Corporation accepts your application, and except as expressly limited by applicable law, you hereby agree and warrant that: (i) your purchase of Installment Software forms an irrevocable and binding agreement that is non-cancellable during the Installment period, or until the Software License is paid in full (whichever is the earlier); and (ii) installation, use or usefulness thereof and/or the activation (unlocking) of the Software shall not be a condition precedent of the obligations created herein; and (iii) Installment Software is a payment method for the Software License to be paid in Installments over an agreed period of time, including any and all related charges or fees that equals the whole amount otherwise payable for the Software License when all Installments have been paid to Future Corporation; and (iv) you acknowledge and agree to be bound by all those terms applicable to you and/or the legal entity that obtained the software and on whose behalf it is used under the Software License Agreement and in particular but not limited to sections 3.5.3.1, 6.3, 6.4 and 6.5 pursuant to such Installment Software; and (v) pursuant to this agreement you will provide identification documents and/or numbers and dates, contact telephone number(s) and other relevant details thereof, as set out in the application document or online form as provided by Future Corporation, its Affiliates and/or its Authorized Dealers; and (vi) you will provide the necessary details of a valid credit-card that you certify is lawfully issued by a credit-card provider to you that is a type of credit-card accepted by Future Corporation, its Affiliates and/or its Authorized Dealers (as set out in the application document) and that you are authorized by law to use and bind such credit-card to this and for the full term of this Agreement; and (vii) you agree to be responsible for any bank fees or charges, credit-card provider fees or charges, costs or conversion charges, and all other charges that may apply as a result of foreign exchange rates, and/or international or domestic processing fees and charges incurred as a result of making your Installment payments; and (viii) Future Corporation, its Affiliates and/or its Authorized Dealers may at their discretion (a) round the Installment Amount up or down to the nearest whole dollar and (b) adjust the Installment due date (hereafter "due day") to any day it sees fit of each subsequent month after the initial Installment payment (e.g. if your application is approved on the "x" day of the month Future Corporation, its Affiliates and/or its Authorized Dealers may at their discretion reset all future payments to the 1st day of each month for the remainder thereafter of the Agreement); and (ix) you shall at all times keep the credit facility associated with your credit-card subject to this Agreement in good standing and with sufficient credit to meet your obligation under this Agreement when it falls due each month of the Agreed term until the Agreement is concluded; and (x) Future Corporation, its Affiliates and/or its Authorized Dealers will record and retain the credit-card information provided by you pursuant to this section in order to process the Installment Amount each month of the agreed term until such time as the Installment Software is paid in full by you and/or as is reasonably required; and (xi) any accidental, mistaken and/or unintentional charge or overcharge made against your credit card by Future Corporation and/or its bank will either (a) be refunded to the credit card account in full, or (b) carried forward to the following month (or months) payment or payments at the sole discretion of Future Corporation and you hereby agree to hold Future Corporation harmless in such event and shall advise Future Corporation in writing of any charge or charges in addition listed herein within thirty (30) days to Future Corporation; and (xii) Future Corporation reserves the right to (a) suspend the Installment Software from operating on your computer or computers after the due day for non payment and/or to (b) permanently stop the Software from operating on your computer or computers after (i) six (6) failed attempts (cumulative total) to process the payment when due, that is denied or refused by the card issuer for and including but not limited to insufficient funds, blocked access by the card issuer and/or you and/or other reason at any time during the Installment period; and/or (ii) thirty (30) days from the due day for non payment notwithstanding any reason, and you hereby acknowledge and agree with Future Corporation that any suspension or termination of the Software's operation under this section does not waive, suspend or cancel any of your obligations herein, or the Software License Agreement and does not entitle you to any refund of moneys and/or consideration for any payments previously paid for the Installment Software; and (xiii) pursuant to this Agreement you acknowledge that Future Corporation IS NOT a Financial Services Provider and the Installment Scheme is not a credit line or revolving credit facility and that Future Corporation IS NOT providing any financial advice or recommendation or any financial service or product to you;

3.5.3.1 DIRECTORS GUARANTEE: PURSUANT TO SECTION 3.5.3 ABOVE AND WHERE THE SOFTWARE HAS BEEN LICENSED AS INSTALLMENT SOFTWARE BY A LEGAL ENTITY OTHER THAN A NATURAL PERSON INCLUDING BUT NOT LIMITED TO A PRIVATE OR PUBLICALLY LISTED COMPANY, CORPORATION AND/OR BUSINESS MANAGED AND/OR OPERATED BY DIRECTORS, MEMBERS AND/OR MANAGERS (HEREAFTER "THE COMPANY") EACH DIRECTOR, MEMBER OR MANAGER THEREOF IRREVOCABLY AND UNCONDITIONALLY AGREES TO PERSONALLY GUARANTEE THE PERFORMANCE OF THE INSTALLMENT SOFTWARE AGREEMENT BY THE COMPANY AND ALL PRESENT AND FUTURE PAYMENT OBLIGATIONS OF THE COMPANY PURSUANT TO THE AGREEMENT AS VARIED FROM TIME TO TIME. THE OBLIGATIONS OF EACH DIRECTOR, MEMBER OR MANAGER OF GUARANTEEING THE DEBTS UNDER THIS GUARANTEE ARE JOINT AND SEVERAL AND ARE CONTINUING OBLIGATIONS UNTIL ONLY SUCH TIME AS THE INSTALLMENT SOFTWARE IS PAID IN FULL AND NO MONEYS REMAIN OUTSTANDING TO FUTURE CORPORATION BY THE COMPANY;

 

3.5.3.2 INSTALLMENT SOFTWARE UPGRADES: Pursuant to section 3.5.3 above and where you have requested to upgrade your existing Installment Software License to a more recent Software License ("Upgrade") notwithstanding the payment method, and such request has been accepted by Future Corporation, its Affiliate and/or an Authorized Dealer, you hereby acknowledge and agree with Future Corporation that all current and future payments for your existing Installment Software shall remain payable in full under the terms of the Agreement, only unless: (i) any and all current and outstanding amounts are paid in full; or, (ii) the Installment amount and/or the frequency of Installment payments are modified and/or incorporated into a replacement Installment Software Agreement under the terms and conditions set out by Future Corporation which shall be in writing, and in Future Corporation's absolute discretion;

 

3.5.4 Subscription Sales: Future Corporation, its Affiliates and/or its Authorized Dealers may, but are under no obligation to allow you to License certain Future Corporation Software Licenses on a Subscription basis, payable in advance, as set out in Future Corporation's Price Materials subject to the terms and conditions as set forth below (collectively "Subscription Software"). 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 the Software License Agreement; and, (iii) after the termination of your Subscription the Software will cease to operate. You hereby acknowledge and agree with Future Corporation, its Affiliates and/or its Authorized Dealers that Subscription Software shall automatically recommence for the same period at the conclusion of each Subscription period (roll-over) unless (i) cancelled by you or Future Corporation in writing; and, (ii) if cancelled by you, you shall: (a) correctly complete and submit the Subscription cancellation form provided by Future Corporation at the product's website; and, (b) obtain a return authorisation (RA) number from Future Corporation; and, (c) uninstall and where applicable deactivate and/or deregister the Software; and, (d) return any media and other associated materials including the hardware security device (if applicable) to Future Corporation or the place of purchase; and (e) obtain a receipt for such return as evidence of such termination of your Subscription Software; and (f) do so in no less than fourteen (14) days from the next payment due date. If you apply to pay your License by Subscription, and except as expressly limited by applicable law, you agree that: (i) you will provide identification documents and/or numbers and dates, contact telephone number(s) and other relevant details thereof, as set out in the application document or online form as provided by Future Corporation, its Affiliates and/or its Authorized Dealers; and (ii) you will provide the necessary details of a valid credit-card that you certify is lawfully issued by a credit-card provider to you that is a type of credit-card accepted by Future Corporation, its Affiliates and/or its Authorized Dealers (as set out in the application document) and that you are authorized by law to use and bind such credit-card to this and for the full term of this Agreement; and (iii) the credit-card shall remain current for Subscription period; and (iv) Future Corporation, its Affiliates and/or its Authorized Dealers shall process and take payment from your credit-card ("Subscription Installment") to an amount (a) equal to the Subscription fee of the Software as listed at the Software’s Internet site and/or published by Future Corporation in its Price Materials from time to time; and, (b) you agree to be responsible for any bank fees or charges, credit-card provider fees or charges, costs or conversion charges, and all other charges that may apply as a result of foreign exchange rates, and/or international or domestic processing fees and charges incurred as a result of making your Installment payment.; and (v) Future Corporation, its Affiliates and/or its Authorized Dealers may at their discretion (a) round the Subscription fee up or down to the nearest whole dollar and adjust the Installment due date to any day it sees fit of each subsequent month after the initial Installment payment (e.g. if your application is approved on the "x" day of the month Future Corporation, its Affiliates and/or its Authorized Dealers may at their discretion reset all future payments to the 1st day of each month for the remainder thereafter of the Agreement); and (vi) you shall at all times keep the credit facility associated with your credit-card subject to this Agreement in good standing and with sufficient credit to meet your obligation under this Agreement when it falls due each month of the Subscription period until the Agreement is concluded; and (vii) you acknowledge and agree that Future Corporation, its Affiliates and/or its Authorized Dealers will record and retain the credit-card information provided by you pursuant to this section in order to process the Subscription Installment each month of the agreed term and/or as is reasonably required; and (viii) Future Corporation reserves the right to indefinitely suspend the Software from operating on your computer or computers after fourteen (14) days for non and/or delayed payment of a Subscription Installment until such time that any outstanding moneys pursuant to this section are paid in full by you and you hereby acknowledge and agree with Future Corporation that any suspension of the Software's operation under this section does not waive, suspend or cancel any of your obligations under these Terms and Conditions of Sale herein, or the Software License Agreement; and (ix) pursuant to this Agreement you acknowledge that Future Corporation IS NOT a Financial Services Provider and that the Subscription is not a loan, credit line or revolving credit facility and that Future Corporation IS NOT providing finance or any financial advice or recommendation or any financial service or product to you, only a choice of licensing and related payment method, that is at Future Corporation’s, its Affiliate’s and/or its Authorized Dealers’ absolute discretion to provide to you, your nominee or third party; and (x) you acknowledge and agree to be bound by all those terms applicable to you and/or the legal entity that obtained the software and on whose behalf it is used under the Software License Agreement and in particular but not limited to sections 6.3, 6.4 and 6.5 pursuant to such Subscription Software;

 

3.5.5 3rd Party Fees and Charges: Notwithstanding any payment method described herein, you agree to be responsible for any bank fees or charges, credit-card provider fees or charges, costs or conversion charges, and all other charges that may apply as a result of foreign exchange rates, and/or international or domestic processing fees and charges incurred as a result of Future Corporation accepting and processing your payment. Future Corporation reserves the right to (i) process your payment in your local currency as listed or quoted by Future Corporation and (ii) reject or refuse any non USD$ payment regardless of payment method or type;

 

3.5.6 Foreign Exchange Losses: Future Corporation shall not be held responsible or liable for any foreign exchange movements which may occur during the period of a sales transaction with you, nor shall you claim any losses incurred as a result of such foreign exchange movements. For example, where a non US credit card is provided by you and payment is taken by Future Corporation in USD$, and is refunded in USD$ at a later date and during that period the USD$ loses value against the other currency, and consequently, the refund results in your net loss, Future Corporation shall not be held liable or responsible to refund or make good any such loss to you, another or third party under any circumstances;

 

3.5.7 Cash Back or Cashback Offers: Where Future Corporation offers cash or other pecuniary benefit to you when purchasing Goods from Future Corporation its Affiliates and/or its Authorized Dealers (Hereafter "Cash Back") you hereby acknowledge and agree with Future Corporation that (i) All Cash Back claims must be registered online. All supporting documents should be sent within fourteen (14) days of purchase. Applications sent after this period will not be accepted. No extensions will be given under any circumstances; and (ii) Once your claim has been received and accepted by Future Corporation, please allow up to eight (8) weeks for the delivery of your check/cheque by ordinary mail; and (iii) A print out of the completed online form, bearing a system generated Cash Back claim number must be mailed in, along with a legible copy of the invoice or receipt from the place of purchase, the physical barcode label and if applicable the Product Serial Number ("PSN"); and (iv) Delivery dockets, hand written store receipts and photocopies of the barcode will not be accepted. No responsibility is taken for late, lost or misdirected mail; and (v) The Cash Back Offer is limited to ten (10) Cash Back claims per customer for each product in any given twelve (12) month period; and (vi) A single PSN can be used for ONE claim ONLY. A claim will not be accepted if the same PSN has been used on another claim; and (vii) The purchase date is determined by the date of the invoice or receipt issued by the place of purchase submitted by you with the claim; and (viii) Future Corporation reserves the right to refuse any claim if the product purchased is returned for any reasons; and (ix) The Cash Back Offer is not available for products sold in conjunction with any other special offer or promotional product bundle; and (x) All claims are subject to verification by Future Corporation and Future Corporation reserves the right to reject any claim which does not comply with these terms and conditions; and (xi) Employees of Future Corporation and its Affiliates and/or its Authorized Dealers, Resellers, Distributors and Agencies associated with this Cash Back offer are not eligible for the Cash Back offer; and (xii) any further terms and conditions published under the Cash Back offer;

 

3.6 RETURNS, CANCELLATIONS AND REFUNDS
 

3.6.1 Future Corporation Software - Returns: The Future Corporation fourteen (14) day money back guarantee for the Software is strictly subject to Part III of the Software License Agreement and No returns will be accepted by Future Corporation, or its Affiliates and/or its Authorized Dealers after the fourteen (14) day period has expired. It is your responsibility to satisfy yourself as to the suitability of the Software for your purposes. Any failure to do so will not give rise to an extension or recalculating of time from the purchase date;

3.6.1.1 Future Corporation Installment Software - Non-Cancellable:
Payments for Future Corporation Installment Software ARE NOT subject to cancelation by the Licensee or their nominee under any circumstances. Notwithstanding suspension or termination under section 3.5.3 herein and/or termination under sections 3.7.2 or 6.3 of the Software License Agreement you hereby acknowledge and agree with Future Corporation, its Affiliates and/or its Authorized Dealers that where you have applied and been granted a Software License payable by Installments that (i) all payments shall be paid by the date each payment falls due; and (ii) your obligation to pay the whole amount for the Software License including any fees and charges is absolute and cannot be waived by you for any reason; and (iii) failure to meet your obligations under this section and section 3.5.3 herein shall result in your debt being forwarded to a collection agency for collection and a negative report recorded on your credit rating and/or legal action to recover any outstanding moneys;

3.6.1.2 Suspended Software License: You hereby acknowledge and agree with Future Corporation, its Affiliates and/or its Authorized Dealers that in the event your Software License, or any other Future Corporation Software Licenses that have been temporarily suspended by Future Corporation for non-payment of the Software License, including but not limited to: Installment or Subscription software that you are NOT entitled to, and cannot make any claim for compensation, refund, prorated quantum, offset or loss howsoever incurred during the suspended period and that any losses incurred by you shall be entirely at your own risk and expense;

 

3.6.2 Future Corporation Hardware and 3rd Party Software: You may return unopened/unused Hardware or 3rd Party Software within thirty (30) days of the Delivery Date. You shall pay a fifteen percent (15%) restocking charge on any unopened/unused Hardware or 3rd Party Software returned to Future Corporation. No returns will be accepted after the thirty (30) day period has expired. Where special equipment or services are involved, you shall be responsible for all related work in progress; however, Future Corporation shall take reasonable steps to mitigate damages immediately upon receipt of a written cancellation notice from you. A return authorisation number ("RA") must be obtained from Future Corporation for return of any Hardware or 3rd Party Software. Future Corporation may terminate any order if any representations made by you to Future Corporation are false or misleading. Changes to orders shall not be binding upon nor be put into effect by Future Corporation unless confirmed in writing by Future Corporation’s authorized representative;

 

3.6.3 Custom-Made Goods and Software: Neither Custom-Made Goods or CustomWare pursuant to sections 3.3.1 and 3.1.2 (above) can be cancelled or returned for any refund since these goods have been requested and/or ordered and subsequently developed and created exclusively for you;

 

3.6.4 Credit Card Chargeback: An unauthorized or inappropriate chargeback by credit card customers is costly to process and respond to and may subject the person making the chargeback to civil and criminal liability. If you wish to return and obtain a refund for a Future Corporation Software product, see Part III of the Software License Agreement. If you wish to return a Future Corporation Hardware or 3rd Party Software product see the Returns and Refunds section to accomplish a return (above), if qualified. Any unauthorized, inappropriate or otherwise unlawful chargeback will be automatically rejected and contested by Future Corporation and will be subject to (i) a USD$50 fee charged to your credit card; and (ii) an amount equal in USD$ to any net loss incurred by Future Corporation due to any foreign exchange rate movements. By ordering from Future Corporation you agree to the Terms and Conditions of Sale herein and give Future Corporation the authority to charge your credit card the aforementioned service fee and any foreign exchange losses to cover the cost of processing any chargeback you issue. If you subsequently chargeback any or all of those fees and charges, your account will be forwarded to a collection agency for collection and a negative report will be recorded on your credit rating. Any chargeback for a Future Corporation Software product may result in (i) permanent cancellation of your credit-card purchasing privileges; and/or (ii) suspension and/or cancellation of all Licenses and/or Subscriptions acquired by you; and/or (iii) cancellation or rejection of an uncompleted refund; or a refund in process; and/or (iv) other applicable action as set forth in the Software License Agreement; and (v) Future Corporation reserves the right to prosecute all misuse of credit cards to the fullest extent permitted by law and to discontinue any and all communications with you;

3.6.4.1 Declined Credit Card Transactions:
You hereby acknowledge and agree with Future Corporation, its Affiliates and/or its Authorized Dealers that should your credit card be declined by the card issuer for any reason when an instalment or subscription payment is processed on the day it falls due, that (i)
a USD$15 reprocessing fee will charged to your account; and (ii) non payment of this fee and/or any oustanding moneys owing to Future Corporation may result in the temporary suspension of your Software License and/or any other Software Licenses you have from Future Corporation until all oustanding moneys are paid in full;

3.6.5 Wire Errors: Wire transfer customers should take great care in obtaining full information before wiring funds to Future Corporation. Any funds returned for wire transfers sent in error or otherwise cancelled will have a USD$100 wire transfer fee deducted. Please take the time to have all questions answered before sending a wire transfer to make sure you are ordering what you want. Before sending a wire transfer, please make sure to contact sales@iifuture.com to obtain complete instructions;

 

3.6.6 Dishonoured Check/Cheque: If a check/cheque you provide for payment is dishonoured for any reason by the bank or other institution on which it is drawn, you agree to pay a USD$40 service and processing fee to Future Corporation. In addition, you agree to pay any other reasonable charges imposed by any check verification company or collection agency that we may use for collection;

3.6.7 Electronic Communications: You hereby acknowledge and agree with Future Corporation, its Affiliates and/or its Authorized Dealers that any electronic communications including but not limited to email and/or a messenger service provided by another or 3rd party including but not limited to services provided by AOL, eBay, Gawab, Google (gmail), GMX, Hotmail, HushMail, iCloud, Mail.com, Messenger, Microsoft (Live and MSN), Skype, Tiscali, Yahoo or Zoho shall be solely at your own risk and that Future Corporation shall be under no obligation to guarantee receipt or delivery of any electronic communications with you, nor shall Future Corporation have any obligation to contact you by any other means should any electronic communications fail even if Future Corporation or its representative is advised or becomes aware of any such or potential failure;

3.6.7.1 Electronic Communications and Spam email: Pursuant to section 3.6.7 above Future Corporation reserves the right to temporarily or permanently block and/or refuse to accept any email messages from any email address that transmits illegitimate and/or unsolicited messages to its servers or computer systems notwithstanding any relationship the sender has or purports to have with Future Corporation (hereafter "Spam email"), and you hereby agree that you shall indemnify and hold Future Corporation harmless from and against any and all claims, actions, suits, proceedings, costs, expenses, damages, and liabilities, including legal fees (on an attorney/solicitor and own client basis) arising out of, connected with, or resulting from Future Corporation's refusal to accept your email and/or blocking of any email address howsoever associated with you that Future Corporation in its absolute discretion deems to be Spam email;

 

3.7 ORDERS
 

3.7.1 Acceptance and Rejection Policy: All orders for the Goods are subject to acceptance by Future Corporation and Future Corporation reserves the right to refuse or reject your application and/or offer to purchase the Goods for any, or no reason, or to cancel any transaction at Future Corporation's absolute discretion. By way of example, but not limitation, some reasons why Future Corporation may choose not to do business with a given person or legal entity or to cancel a particular transaction may include any actual or suspected illegal or immoral activity, any fraud or suspicion thereof in commercial transactions, previous history of credit card chargeback or other financial abuse, violations of Software Licensing terms and conditions or any profanity, threats or other abusive behaviour directed at Future Corporation employees, contractors, agents, dealers, suppliers and/or representatives or threats or other abusive behaviour within Future Corporation hosted user communities. Moreover, the Software License Agreement for Future Corporation software explicitly specifies that the license terminates if the Agreement is violated. Any such termination may be automatically enforced by the software itself, and if such termination occurs you will not receive any refund for any Licensing and/or Subscription fees paid. For example, if you violate the Software License Agreement by installing a single License of Future Corporation Software on multiple machines for use by multiple persons, the Software will eventually terminate itself and will revoke the Activation, and/or Customer, and/or Product and/or Serial number for that License;

 

3.7.2 Out of Stock: - Orders Paid by Check/Cheque, EFT, Wire or Credit Card: Items not available for immediate shipment will be shipped as they become available. Items not available at the end of 30 days will be cancelled and refunded/credited. The number of backorder days may be extended beyond 30 days with your approval. If a refund check is issued, the cancelled item can be re-entered without a handling charge if the check and cancellation notice are returned to us;

3.7.3 Out of Stock: - Orders On Credit Account: Items not available for immediate shipment will be shipped as they become available. Items not available at the end of 60 days will be cancelled. The number of backorder days may be extended beyond 60 days with your approval;

 

3.7.4 Embargoes: Please note that at times, Future Corporation must restrict the sale of certain Goods within specific geographic regions because of various contractual arrangements;

 

3.8 DELIVERY
 

3.8.1 Shipment by Carrier/Courier: Future Corporation shall deliver the Goods to a carrier at Future Corporation’s place of business. You shall pay (a) all applicable freight charges and fees, and (b) any import and/or Customs duties, fees, charges, taxes and/or any related or indirect costs incurred by you, and (c) insurance against loss at your option. Orders are entered as close as possible to the your requested shipment date, if any. Shipment dates are scheduled after acceptance of orders and receipt of necessary documents. Claims for shipment shortage shall be deemed waived unless presented to Future Corporation in writing within fourteen (14) days of delivery and in all cases no more than twenty eight (28) days of shipment from Future Corporation's place of business;

 

3.8.2 Shipment by Unregistered Post: Where you have elected to have the Goods shipped by Unregistered Post regardless of the postal carrier or postal class, packaging type or destination, Future Corporation shall not assume any responsibility or liability to you, other or third party for any delay, damage or loss, of or to the Goods and all risk thereof shall be borne by you;

 

3.8.3 Download Software: Some Future Corporation and 3rd Party Software is downloaded by default (collectively in this section "Download Software"). When your Download Software order is processed you will receive either (i) email instructions for downloading your order by Internet; or (ii) be provided with an immediate link from which to obtain the Download Software; or (iii) any other method of like delivery deemed suitable by Future Corporation. Download Software files are generally large and range from 50MB to over 2GB. If your Internet connection is not reliable enough to download large files without error, please also order a Future Corporation Media Pack to receive either a CD or DVD installation media. Unless stated in writing Download Software prices do not include CD/DVD media - no CD/DVD will be sent unless you also order a Future Corporation Media Pack;

 

3.8.4 Force Majeure: Future Corporation shall be excused for any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of governments, natural catastrophes, acts of you, interruptions of transportation or inability to obtain necessary labour or materials. Future Corporation’s estimated shipping schedule shall be extended by a period of time equal to the time lost because of any excusable delay. In the event Future Corporation is unable to perform in whole or in part because of any excusable failure to perform, Future Corporation may cancel orders without liability to you;

 

3.8.5 Import and Export Restrictions: Pursuant to this Agreement herein, your Output Files and the Software, you 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 and you hereby warrant to Future Corporation, its Affiliates, and its Suppliers that you shall not export Future Corporation or 3rd Party Software without the written permission of Future Corporation duly signed by an authorized Future Corporation manager;

 

3.9 ELECTRONIC COMMUNICATIONS:

 

3.9.1 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 Software License and/or our business relationship from the sale of goods and/or services to you, 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;

 

3.9.2 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;
 
3.9.3 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;
 
3.9.4 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;

 

4. LIMITED WARRANTY
 

4.1 Hardware: Future Corporation Hardware Products are warranted against defects in materials and workmanship for one (1) year from the date Future Corporation ships the Hardware to you ("Delivery Date");

 

4.1.1 Future Corporation and 3rd Party Software: All Future Corporation and 3rd Party Software is Licensed to you under the terms of each Software's respective Software License Agreement for the period as set forth in such Agreement and this shall represent the limited warranty, if any, of such Software;

 

4.1.2 Hardware and Software: Future Corporation Software, when sold and properly installed on Future Corporation Hardware Products (collectively in this section "the Hardware Goods"), (a) will perform substantially in accordance with the accompanying written materials, and (b) the medium on which the Software is recorded will be free from defects in materials and workmanship under normal use and service. Any replacement of the Hardware Goods will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. You must obtain a Return Authorization (RA) number from Future Corporation before returning any Software or Hardware Goods under warranty to Future Corporation. You shall pay expenses for shipment of repaired or replacement Goods under warranty to Future Corporation. You shall pay expenses for shipment of repaired or replacement Hardware Goods to and from Future Corporation. After examining and testing returned Hardware Goods, if Future Corporation concludes that such returned Hardware Goods is not defective, you will be notified, the Hardware Goods returned at your expense, and a charge made for examination and testing. This Limited Warranty is void if failure of the Hardware Goods has resulted from accident, abuse, misapplication, modification, improper calibration by you, you supplied third party software not intended for use with the applicable Future Corporation Software, utilization of an improper hardware or software key or unauthorized maintenance or repair;

 

4.2 YOUR REMEDIES: Excluding Future Corporation and 3rd Party Software where any Limited Warranty, if any, is governed exclusively by such Software's respective Software License Agreement. Future Corporation’s sole obligation (and your sole remedy) with respect to part (a) and (c) of the foregoing Limited Warranty shall be to, at Future Corporation's absolute discretion, return the fees paid or repair/replace any defective Goods, provided that Future Corporation receives written notice of such defects during the applicable warranty period. To the extent permitted by law, you may not bring an action to enforce its remedies under the foregoing Limited Warranty more than one (1) year after the accrual of such cause of action;

 

4.3 NO OTHER WARRANTIES: TO THE EXTENT PERMITTED BY LAW AND EXCEPT AS EXPRESSLY SET FORTH ABOVE AND/OR GOVERNED EXCLUSIVELY BY THE FUTURE CORPORATION SOFTWARE LICENSE AGREEMENT THE GOODS INCLUDING BUT NOT LIMITED TO CUSTOM-MADE GOODS AND/OR SOFTWARE ARE PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, AND NO OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT TO THE GOODS, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE, CUSTOM OR COURSE OF DEALING. FUTURE CORPORATION DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE USE OF THE GOODS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE OPERATION OF THE GOODS WILL BE UNINTERRUPTED OR ERROR FREE. FUTURE CORPORATION EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN;

 

5. NO LIABILITY

 

5.1 NO LIABILITY FOR CONSEQUENTIAL DAMAGES: EXCEPT FOR FUTURE CORPORATION SOFTWARE AND THE EXCLUSIVE REMEDY SET FORTH IN SECTION 2.8.2 (CONSTRAINED BY SECTIONS 2.5.7, 2.9, AND 2.10) OF THE FUTURE CORPORATION SOFTWARE LICENSE AGREEMENT, IN NO EVENT WILL FUTURE CORPORATION, ITS AFFILIATES, AND/OR ITS SUPPLIERS 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. FUTURE CORPORATION’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, AND/OR ITS SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE GOODS AND/OR FEES PAID FOR A NONEXCLUSIVE 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, AND/OR ITS SUPPLIERS FOR THE PURPOSE OF DISCLAIMING, EXCLUDING AND LIMITING OBLIGATIONS, WARRANTIES AND LIABILITY WITH RESPECT TO THIS AGREEMENT ONLY AND FOR NO OTHER PURPOSE OR RESPECT. IF YOU ARE LOCATED OR WISH TO TAKE FUTURE CORPORATION SOFTWARE AND/OR GOODS OUTSIDE OF AUSTRALIAN JURISDICTION YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU DO SO ENTIRELY AT YOUR OWN RISK. NOTWITHSTANDING THIS AND BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCH LIMITATION MAY NOT APPLY TO YOU. IF THE FOREGOING LIMITATION OF LIABILITY IS NOT ENFORCEABLE BECAUSE FUTURE CORPORATION GOODS SOLD OR LICENSED TO YOU IS DETERMINED BY A COURT OF COMPETENT JURISDICTION IN A FINAL, NON-APPEALABLE JUDGMENT TO BE DEFECTIVE AND TO HAVE DIRECTLY CAUSED BODILY INJURY, DEATH, OR PROPERTY DAMAGE, IN NO EVENT SHALL FUTURE CORPORATION’S LIABILITY FOR PROPERTY DAMAGE EXCEED THE GREATER OF THE FEES PAID, IF ANY, FOR THE SPECIFIC GOODS THAT CAUSED SUCH DAMAGE;

 

6. SOFTWARE - LIMITED INDEMNITY AGAINST INFRINGEMENT

 

6.1 Within Australian Jurisdiction: See section 2.11.1 of the Software License Agreement;

 

6.2 Outside Australian Jurisdiction: See section 2.11.2 of the Software License Agreement;

6.3 Content Files: See section 2.11.3 of the Software License Agreement;

 

7. SERVICES

 

7.1 Limited Warranty: Future Corporation warrants that Services will be performed in a good and workmanlike manner. Except as expressly stated in the preceding sentence, Future Corporation makes no express or implied warranties with respect to the Services, including but not limited to (a) any warranty relating to third-party products or (b) any warranty concerning the results to be obtained from the Services or the results of any recommendation Future Corporation may make, including without limitation any implied warranties concerning the performance, merchantability, suitability, non-infringement or fitness for a particular purpose of any of the deliverables or of any system that may result from the implementation of any recommendation Future Corporation may provide. In order to receive warranty remedies, deficiencies in the Services must be reported to Future Corporation in writing within 90 days of completion of the Services;

 

7.2 Limitation of Liability: Future Corporation is not liable for any incidental, indirect, special, or consequential damages arising out of or in connection with the Services provided by Future Corporation, including without limitation loss of use of the Software or any other software or data, including inability to achieve a particular result, even if Future Corporation has been advised of the possibility of such damages or even if the damage is the direct result of an instruction or suggestion made by Future Corporation. Except for claims that the Services caused bodily injury (including death), Future Corporation’s total liability arising out of or in connection with any event or series of connected events occurring in connection with the Services shall not exceed the amount of fees paid under the separate written agreement between you and Future Corporation. These provisions allocate the risks under the separate written agreement between you and Future Corporation. Future Corporation’s pricing reflects this allocation of risk and the limitation of liability specified herein;

 

7.3 High Risk Activities: You acknowledge and agree that Future Corporation has not tested or certified its Services for use in high risk applications including medical life support, nuclear power, mass and air transportation control, or any other potentially life critical uses and make no assurances that the Services are suitable for any high risk uses;

 

7.4 Indemnification: You accept responsibility for, and agree to indemnify and hold Future Corporation harmless from, any and all liability, damages, claims, or proceedings arising out of (a) the failure of you to obtain the appropriate license, intellectual property rights, or any other permissions required to support any Goods or Future Corporation’s performance of the Services, including but not limited to, the right to make any copies or reproductions of any of your software or (b) any inaccurate representations regarding the existence of an export license or the eligibility for export of software or other materials without a license;

 

8. TECHNICAL SUPPORT

 

8.1 Future Corporation Software: All Future Corporation Software is Licensed to you under the terms of the Software License Agreement for the period as set forth in such Agreement and this shall represent the only Technical Support provided, if any, for the Software;

 

8.2 Future Corporation Hardware and Services, and 3rd Party Software: Unless expressly stated in the Price Materials or in a separate Agreement duly signed by an authorized Future Corporation supervisor or manager Future Corporation Hardware and Services, and 3rd Party Software are in general sold or Licensed without any Technical Support; 

 

9. GOVERNING LAW

 

9.1 Australia: You hereby acknowledge reading these Terms and Conditions, understanding them and agree to be bound by them. A waiver of any provision of this agreement shall not be construed as a waiver or modification of any other term hereof. With respect to all applications and orders accepted by Future Corporation in Australia, disputes arising in connection with these Terms and Conditions of Sale shall be governed by the laws of the State of Victoria which shall govern the interpretation of this Agreement and applies to claims for breach of it. 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;

 

9.2 Outside Australia: Notwithstanding your usual location and jurisdiction you acknowledge and agree with Future Corporation, its Affiliates, and/or its Suppliers 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;

 

10. TERMINATION

 

10.1 TERMINATION OF AGREEMENT:  Except for where expressly provided in this Agreement or in the Software License Agreement if any breach of this Agreement or Software 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 Agreement or Software License by written notice to you, whereupon this Agreement and/or Software License and all rights granted to you therein shall immediately cease. In the event of any conflict between the terms of section 3.7.2 of the Software License Agreement and any express term therein requiring immediate termination for breach of the Software License Agreement, the express terms of such other section shall govern. You may terminate only the Software License at any time by providing written notice to Future Corporation. In the event of termination of the Software License Agreement by you and except for section III. of the Software License Agreement 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: (a) obtain a Return Authorisation number from Future Corporation; and (b) promptly uninstall and where applicable deactivate and/or deregister the Software; and (c) return any media and other associated materials including the hardware security device (if applicable) to Future Corporation or the place of purchase; and (d) obtain a receipt for such return as evidence of such termination of this License Agreement;

 

11. GENERAL PROVISIONS

 

11.1 EXCLUSIONS: This Agreement 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;

 

11.2 TRANSLATION: The English version of this Agreement will be the version used when interpreting or construing this Agreement. Any translation of these Terms and Conditions of Sale into any other languages shall be for convenience of reference only;

 

11.3 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 Suppliers against you;

 

11.4 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 and 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;

 

11.5 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, and 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 Goods described herein;

 

11.6 ERRORS AND OMISSIONS EXCLUDED ("E&OE"): Every effort is made by Future Corporation to ensure the accuracy of any technical, factual, textual or other typographical information made available to you in relation to the Goods. Future Corporation accepts no liability for any damage or injury arising from any errors or omissions in such technical, factual, textual or other typographical information made available to you, other or any third party. No contract can be invalidated due to printing or clerical errors. Any descriptions of Goods are for guidance only and shall not constitute the contract "sale by description";

 

11.7 COSTS, EXPENSES AND DISBURSEMENTS: All costs, expenses or disbursements incurred by Future Corporation in the maintenance of your account including debt collection agency fees and legal costs arising: (i) as a consequence of your default in observing the Terms and Conditions of Sale herein; or (ii) as a result of any of your checks/cheques being dishonoured; or by reason of Future Corporation requiring any further security to be provided; shall be payable by you upon demand;

 

11.8 CERTAIN TERMS SHALL SURVIVE: The provisions of sections: I., II., III., 1.2, 2.1, 2.2, 2.3, 3.1, 3.1.1, 3.1.2, 3.3.3, 3.4.4, 3.5.2, 3.5.3, 3.5.4, 3.6.1.1, 3.6.2, 3.6.3, 3.6.4, 3.8.4, 3.8.5, 4.1, 4.1.1, 4.1.2, 4.2, 4.3, 5.1, 6.1, 6.2, 6.3, 7.1, 7.2, 7.3, 7.4, 9.1, 9.2, 10.1, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 11.9, and 11.10 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 Goods or any part thereof after such termination, cancellation or rescission of this Agreement;

 

11.9 VARIATION: Future Corporation reserves the right to unilaterally vary, or amend, these Terms & Conditions of Sale at any time, and from time to time, without notice. It is your responsibility to review these Terms and Conditions of Sale prior to each purchase of any and all Goods;


11.10 ENTIRE AGREEMENT: These Terms and Conditions of Sale (i) contain the entire agreement between you and Future Corporation with respect to the Goods ordered by you, except for any Software License Agreement described and/or referred to herein to which these Terms and Conditions of Sale are appended; and (ii) for any and all Goods purchased under this Agreement, these Terms and Conditions of Sale shall supersede and replace any and all prior and/or existing oral and/or written agreements, arrangements and/or understandings between the parties. This Agreement shall enure to the benefit of and is binding upon the heirs, personal representatives, successors and permitted assigns of the parties hereto. Time is of the essence of this Agreement. All covenants and obligations applicable to you shall be performed pursuant to this Agreement, including all payments to be made by you hereunder, shall survive the expiration or earlier termination of this Agreement. If more than one party is named in, or subject to this Agreement, the liability of each shall be joint and several. In the event of any conflict between such Software License Agreement, the provisions of the Software License Agreement shall govern. To avoid any doubt these Terms and Conditions of Sale may not be modified and/or appended by different terms, and/or expanded by you, another or third party without the written consent and duly signed by an executive director or C.E.O. of

Last revised .

To Top