FINAL DRAFT, INC. END USER LICENSE AGREEMENT

By installing this software, you indicate your acceptance of the following Final Draft, Inc. End User License Agreement.

This is a legal document which constitutes an agreement between you (the end-user) and Final Draft, Inc. Carefully read all the terms and conditions of this Agreement prior to installing this software. Installing this software indicates your acceptance of these terms and conditions. This document constitutes the complete Agreement between you and Final Draft, Inc. and cannot be changed or modified except by a written agreement between you and Final Draft, Inc. signed by an officer of Final Draft, Inc. If you do not agree to these terms and conditions, then within thirty (30) days of purchase you should “Deactivate” the product (refer to the User Manual for instructions) and (a) if this is a physical copy, return all the components of this product to the place of purchase or (b) if this an electronic copy, contact Final Draft, Inc.; in either case, your money will be refunded. No refund will be given for products that have missing components or missing activations, or that have components that are not in saleable condition.

LICENSE: Final Draft, Inc. hereby grants you the limited, nonexclusive, nontransferable, nonassignable, nonsublicensable right to use the enclosed software ("Program"). Your right to use the Program terminates immediately upon the violation of any provision of this Agreement.

The Program is usable in three modes, each of which has different limits on your right to load and use the Program. The modes are: (1) Demo Mode, which permits you to open and view files and offers limited additional functionality; (2) Customer Numbered Mode, which requires you to enter a customer number into the Program and which offers full functionality, but only for a limited period of time; and (3) Activated Mode, which requires you to enter a customer number into the Program, then contact Final Draft, Inc.’s activation server via the Internet (automated process as part of installation) or by telephone. In Demo Mode, you may load, and concurrently use, the Program on as many computers under your ownership or control as you wish. In Customer Number and Activated modes combined, the number of computers on which you may load, and concurrently use, the Program must not exceed the number of activation tokens (“activations”) you have purchased and have the right to use; this number is indicated on the license sticker accompanying your product.

(If you are an institution and have purchased a license to use the Program with KeyServer (a registered trademark of Sassafras Software, Inc.), the following conditions apply instead of the preceding paragraph: You may load the Program onto any or all computers on a single local area network under your ownership or control, but may concurrently use only the number of copies indicated on your invoice.)

You must not: (a) electronically transfer the Program from one computer to another over any network, including but not limited to the Internet and local area networks; (b) make modifications of any kind, either to the Program itself or to the environment in which it operates, that suppress the Program's screen output; (c) rent, lease or distribute copies of the Program or related documentation to others; (d) modify, translate, disassemble, decompile, create derivative works from or reverse engineer in any way the Program or related documentation; or (e) use, copy, modify, or transfer the Program or documentation in any copy except as expressly provided in this Agreement.

BACKUP: Once installed onto a computer, you may make one copy of the Program from the files from that computer solely for backup purposes. You must not delete the copyright notices on the backup copy.

TRANSFER: You may transfer your license to use the Program to another party, if the other party agrees to the terms and conditions of this Agreement and you complete and submit the Final Draft, Inc. Transfer of Ownership form, at the time of the transfer of ownership. If you transfer the Program, you must at the same time transfer all original materials and destroy all copies of the software and documentation that remain in your possession. If you have purchased upgrades (at discounted, upgrade pricing) of the attached/enclosed version of the Program, you must transfer those later versions as well. Additionally, if the attached/enclosed version of the Program was purchased as an upgrade, you must also transfer the version(s) of the Program from which you upgraded.

COPYRIGHT: The Program and related documentation are copyrighted property of C & M, LLC and Final Draft, Inc. You may not copy the Program or its documentation except for backup purposes solely as expressly permitted in this Agreement and to load the Program into the computer as part of executing the Program. All other copies of the Program (including software that has been modified, merged, or included with other software) and of its documentation are in violation of this Agreement.

LIMITED WARRANTY AND DISCLAIMER: FINAL DRAFT, INC. WARRANTS THE MEDIA ON WHICH THE PROGRAM IS PROVIDED TO BE FREE FROM DEFECTS IN MATERIALS AND WORKMANSHIP FOR 30 DAYS AFTER PURCHASE. DEFECTIVE MEDIA MAY BE RETURNED FOR REPLACEMENT WITHOUT CHARGE DURING THE 30-DAY WARRANTY PERIOD UNLESS THE MEDIA HAS BEEN DAMAGED BY ACCIDENT OR MISUSE. EXCEPT AS PROVIDED IN THE PRECEDING TWO SENTENCES, THE PROGRAM IS PROVIDED AS IS WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PROGRAM. FINAL DRAFT, INC. MAKES NO REPRESENTATION OR WARRANTIES WITH RESPECT TO THE CONTENTS HEREOF AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. FURTHER, FINAL DRAFT, INC. DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE CORRECTNESS, ACCURACY, RELIABILITY, COMPATIBILITY OR UNINTERRUPTED OPERATION OF THE PROGRAM, OR OTHERWISE; AND YOU RELY ON THE PROGRAM AND ITS RESULTS SOLELY AT YOUR OWN RISK. FINAL DRAFT, INC. EXPRESSLY DISCLAIMS THE UNIFORM COMMERCIAL CODE AND THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS.

FINAL DRAFT, INC., ITS OFFICERS AND EMPLOYEES, AND ITS DISTRIBUTORS, DEALERS AND RETAILERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, INTERRUPTION OF SERVICE, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF FINAL DRAFT, INC. OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, FINAL DRAFT, INC.'S LIABILITY TO YOU SHALL BE LIMITED TO REFUND OF THE PRICE YOU PAID FOR THE PROGRAM. THE FOREGOING STATES YOUR SOLE AND EXCLUSIVE REMEDY AGAINST FINAL DRAFT, INC. THE LIMITED WARRANTY, EXCLUSIVE REMEDIES AND LIMITED LIABILITY SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FINAL DRAFT, INC. AND YOU. YOU AGREE AND ACKNOWLEDGE THAT FINAL DRAFT, INC. WOULD NOT BE ABLE TO PROVIDE THE PROGRAM ON AN ECONOMIC BASIS WITHOUT SUCH LIMITATIONS.

Some jurisdictions do not allow excluding or limiting implied warranties or limiting liability for incidental or consequential damages, and some jurisdictions have special statutory consumer protection provisions that may supersede this limitation of liability. As a result, these limitations may not apply to you if prohibited by the laws of your jurisdiction. These warranties give you specific legal rights and remedies; you may also have other rights and remedies which arise from operation of law and vary from jurisdiction to jurisdiction.

U.S. GOVERNMENT RESTRICTED RIGHTS: The Program and any accompanying documentation and materials are provided with Restricted Rights. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraphs (a) through (d) of the Commercial Computer Software - restricted Rights clause at FAR 52.227-19, (c)(1)(ii) of The Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement, as applicable. Contractor/manufacturer is Final Draft, Inc., 26707 W. Agoura Rd., Suite 205, Calabasas, CA 91302.

GENERAL: If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of the remaining provisions of this Agreement. This Agreement is deemed accepted, executed and performed in Los Angeles County, California, U.S.A. This Agreement shall be subject to the substantive laws of the state of California, U.S.A. without reference to choice of law principles. You and Final Draft, Inc. consent to personal and exclusive jurisdiction of, and venue in, the state and federal courts within Los Angeles County, California, U.S.A., and waive any objection to jurisdiction or venue or based on forum non conveniens or similar doctrines.

Copyright © 2006 C & M, LLC. Copyright © 2006 Final Draft, Inc. All rights reserved.
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