Plugin Software License Agreement

V 1.1

June ​3, 2020

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Introduction

IMPORTANT: THIS IS A LICENSE, NOT A SALE. CAREFULLY READ THIS LICENSE BEFORE USING THIS PRODUCT. INSTALLING, COPYING, OR OTHERWISE USING THIS PRODUCT INDICATES YOUR ACKNOWLEDGMENT THAT YOU HAVE READ THIS LICENSE AND AGREE TO BE BOUND BY AND COMPLY WITH ITS TERMS. 

The License is granted by Forward Thinking Designs (“FTD”) and includes the following: 
 

IMPORTANT: IF YOU ARE DOWNLOADING THE PRODUCT, READ CAREFULLY THE TERMS AND CONDITIONS OF THE LICENSE BEFORE DOWNLOADING THIS PRODUCT. BY DOWNLOADING THE PRODUCT:

 

(i) you certify that you are not a minor and that you agree to be bound by all of the terms and conditions set out in the License. Downloading and/or using the Product will be an irrevocable acceptance of the terms and conditions of the License;

 

(ii) you agree to be responsible for any and all internet service provider fees, telecommunication and other charges that may apply as a result of your download of the Product; 

 

(iii) you represent and warrant to FTD, if you are accepting on behalf of a company or other legal entity, that you have full authority to bind such entity; and

 

(iv) all risk of damage to the Product during transmission and download is assumed by you.

 

IF YOU DO NOT AGREE WITH THE ABOVE, DO NOT DOWNLOAD THIS PRODUCT. 

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General Terms and Definitions

IMPORTANT: THE LICENSE, IN ADDITION TO THE LEGITIMATE PROOF OF PURCHASE OF THE PRODUCT, IS EVIDENCE OF YOUR RIGHT TO USE THE PRODUCT. PLEASE PRINT THE LICENSE AND KEEP IT FOR YOUR RECORDS.

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1.1 DEFINITIONS:

1.1.1 "Computer" means a computer or an electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions;

1.1.2 "Documentation" means any accompanying printed materials, this License, any other agreement you may have with FTD relating to the Product, and "online" or electronic documentation;

1.1.3 "Permitted Number" means one (1) unless otherwise indicated under a valid license granted by FTD or one of its subsidiaries;

1.1.4 "Product" means a computer program, computer software (including its code) objects (including their APIs) as well as any images, photographs, templates, animations, video, audio, music, text and "applets" incorporated into the software, and where applicable, storage media containing all the above, including any Documentation; and

1.1.5 "Use" means to access, install, download, copy or otherwise benefit from using the functionality of the Product in accordance with the Documentation. 

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License

FTD provides you with a Product and grants you a non-exclusive license to Use the Product in accordance with the terms of this License. Any supplemental software code and supporting materials provided to you as part of support services provided by FTD for the Product shall be considered part of the Product and subject to the terms and conditions of this License. The copyright and all other rights to the Product shall remain with FTD or its licensors. This License permits you to make limited number of copies of the Product and to the extent you do so, you must reproduce any copyright or other notices marked on the Product on all copies you make.

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You May

(i) Install and Use one (1) copy of the Product on a Computer up to the Permitted Number of Computers.

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You May Not

(i) Use the Product or make copies of it other than as permitted in this License except to the extent the foregoing restriction is, by operation of applicable law, prohibited or of no effect; 

(ii) translate, reverse engineer, decompile, or disassemble the Product except to the extent the foregoing restriction is, by operation of applicable law, prohibited or of no effect;

(iii) rent, lease, assign, sell, sublicense, lend or transfer the Product except as set out above;

(iv) modify the Product or merge all or any part of the Product with another program;

(vi) separate the component parts of the Product for Use on more than one (1) Computer except to the extent the foregoing restriction is, by operation of applicable law, prohibited or of no effect;

(viii) transfer or assign the Product or any copy thereof, or your License to Use the Product to a third party. 

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Intellectual Property Rights

Except as expressly licensed to you in the License, FTD retains all right, title and interest in and to the Product and any copies you are authorized by FTD to make. The Product is protected by copyright, including without limitation by Canadian copyright law, international treaty provisions and applicable laws in the country in which it is being Used. Except as expressly stated herein, this License does not grant you any intellectual property rights in the Product. All rights not expressly granted are reserved by FTD.

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Term

This License shall remain in effect only for so long as you are in compliance with the terms and conditions of the License. The License will terminate if you fail to comply with any of its terms or conditions. You agree, upon termination, to destroy all copies of the Product. The Intellectual Property Rights, Limited Warranty, Disclaimer and Limitation of Liability provisions set out in this License shall continue in force even after any termination.

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Disclaimer / Limitation of Liability

(i) BUYER ACKNOWLEDGES THAT THE SOFTWARE MAY NOT BE FREE FROM DEFECTS AND MAY NOT SATISFY ALL OF BUYER'S NEEDS. Forward Thinking Designs WARRANTS ALL MEDIA ON WHICH THE SOFTWARE IS DISTRIBUTED FOR 60 DAYS TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP UNDER NORMAL USE. THE SOFTWARE AND ANY ACCOMPANYING WRITTEN MATERIALS ARE LICENSED "AS IS". BUYER'S EXCLUSIVE REMEDY DURING THE WARRANTY PERIOD SHALL CONSIST OF REPLACEMENT OF DISTRIBUTION MEDIA IF DETERMINED TO BE FAULTY. IN NO EVENT WILL Forward Thinking Designs BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGE OR DAMAGES RESULTING FROM LOSS OF USE, OR LOSS OF ANTICIPATED PROFITS RESULTING FROM ANY DEFECT IN THE PROGRAM, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SOME LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITIES FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSION MAY NOT APPLY.

 (ii) EXCEPT FOR THE EXPRESS LIMITED WARRANTY ABOVE AND FOR ANY WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, THE PRODUCT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS OR TERMS, EXPRESS OR IMPLIED, WHETHER BY LAW, STATUTE, USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATION, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. FTD AND ITS SUPPLIERS AND DEALERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE PRODUCT. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT IS ASSUMED BY YOU. WHERE ANY NON-EXCLUDABLE TERMS ARE IMPLIED INTO THIS LICENSE BY OPERATION OF LAW, TO THE EXTENT PERMISSIBLE BY LAW, FTD LIMITS ITS LIABILITY TO, AT ITS OPTION, THE REPAIR OR REPLACEMENT OF THE GOODS, THE RE-SUPPLY OF EQUIVALENT GOODS, OR THE COST THEREOF.

(iii) SUBJECT TO THE EXPRESS LIMITED WARRANTY ABOVE, IN NO EVENT WILL FTD, ITS DEALERS OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER (INCLUDING, WITHOUT LIMITATION, FOR BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION WHATSOEVER) OR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFIT, LOST OR DAMAGED DATA OR OTHER COMMERCIAL OR ECONOMIC LOSS, EVEN IF A FTD REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR THEY ARE FORESEEABLE. FTD IS ALSO NOT RESPONSIBLE FOR CLAIMS BY A THIRD PARTY. IN THE EVENT THAT THE ABOVE LIMITATION OF LIABILITY IS NOT VALID IN YOUR JURISDICTION, FTD'S MAXIMUM AGGREGATE LIABILITY AND THAT OF FTD'S DEALERS AND SUPPLIERS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER OR NOT THE ALLEGED BREACH OR DEFAULT IS A BREACH OF A FUNDAMENTAL CONDITION OR TERM OR A FUNDAMENTAL BREACH. THE FOREGOING EXCLUSIONS AND LIMITATIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. FTD IS ACTING ON BEHALF OF ITS DEALERS AND SUPPLIERS FOR THE PURPOSE OF DISCLAIMING, EXCLUDING AND/OR LIMITING OBLIGATIONS, WARRANTIES AND LIABILITY AS PROVIDED IN THIS LICENSE, BUT IN NO OTHER RESPECTS.

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Activation and Registration

Except as expressly limited by applicable law, you agree that:

(i) if the Product requires mandatory activation, your License and ability to Use the Product is contingent upon you successfully completing the activation process and providing FTD with accurate information as required by such process; 

(ii) if the Product requires mandatory registration, your License and ability to Use the Product is contingent upon you successfully completing the registration process and providing FTD with accurate information as required by such process; and

(iii) if you fail to activate or register a Product which requires mandatory activation or registration in the amount of time specified in the Product, you will be unable to Use this Product and your License to Use the Product shall be suspended until such time as you promptly complete the activation and/or registration process. Any attempt to circumvent the activation or registration technology or other mechanism contained within the Product is a violation of this License and shall result in the automatic and immediate termination of your License to Use the Product; and

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(iv) use of the Product may be tied to your specific Computer configuration, including but not limited to hardware configuration and/or software settings. You understand and agree that providing accurate information about your Computer configuration during the registration process is necessary, and that continued Use of the Product may depend on maintaining that Computer configuration. In the event that the Product stops working due to a change in Computer configuration, you may be required to revert any change in Computer configuration to restore the operation of the Product.

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Demonstration (Demo) Mode

The Software may include a Demo mode. Demo mode is a free evaluation version of the software. It may not include the full functionality found in the full version. The Software is provided “as-is” and FTD provides no support for the Demo version. The Software in Demo mode is made available to Licensee solely for the purpose of demonstrating the program capabilities of the software so Licensee can evaluate whether to purchase a full license of the software. 

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Miscellaneous

The laws of the United States and the State of Florida govern this Agreement, without reference to conflict of laws principles, and the parties agree that the sole location and venue for any litigation that may arise hereunder shall be Orlando, Florida. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This Agreement sets forth all rights for the user of the Software and is the entire agreement between the parties. This Agreement supersedes any other communications with respect to the Software and Documentation. This Agreement may not be modified except by a written addendum issued by a duly authorized representative of FTD. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by FTD or a duly authorized representative of FTD. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The parties confirm that it is their wish that this Agreement has been written in the English language only.

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Copyrights

Copyright 2020 Forward Thinking Designs. All Rights Reserved.

The purchased software is the Copyright of Forward Thinking Designs. All rights reserved. The software may not, in whole or in any part, be copied, reproduced, transmitted, translated (into any language, natural or computer), stored in a retrieval system, reduced to any electronic medium or machine readable format, or by any other form or means without prior consent, in writing, from Forward Thinking Designs.

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Third Party Copyrights

Software developed by FTD for use in cooperation with QSC® Q-SYS™ software may require your use of such third party software. You acknowledge that use of QSC® software is contingent upon your rights to and acceptance of such software licenses. This License grants no rights to any such software. YOU ACKNOWLEDGE THAT FTD MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, AS TO THE QUALITY, CAPABILITIES, OPERATIONS, PERFORMANCE OR SUITABILITY OF ANY SUCH SOFTWARE.

QSC® and Q-SYS™ are a trademark or registered trademark of QSC, LLC in the U.S. Patent and Trademark Office and other countries.

By agreeing to this license, you agree to any and all third party copyrights. For a complete list of third party copyrights pertaining to the product, submit your request by email to pluginsales@forwardthinkingdesigns.com.