Take Control of Your On Set Color
Copyright 2011-2023 Framewright, Inc. All company, brand, product and service names are trademarks, registered trademarks, trade names or service marks of their respective holders as noted herein and use of the same on this Website does not imply any endorsement by any holder of the same of any Framewright Software or services.
End User Software License Agreement
1. Grant of License. Subject to the terms and conditions of this Agreement, Framewright grants to You a personal, limited, non-exclusive, non-transferable license to use the Software set forth in each applicable Order Form. The license grants You the right to use the Software purchased in a specified computer(s). You may not use the Software for applications for which usage fees are collected from multiple users.
2. Installation. You may install, use, access, display and run the Software on a single computer. You may also store the Software on a storage device, such as a network server. However, a license for the Software may not be shared among multiple users, as each license is limited to a single authorized user. If You wish to expand the number of authorized users of the Software, You may acquire additional licenses from Framewright. Any additional licenses will be subject to the terms of this Agreement.
3. Restrictions. Except as expressly permitted under this Agreement, You will not, and will not allow any third party to: (a) copy the Software (except for one (1) copy for backup and disaster recovery purposesor as described in the documentation accompanying the Software); (b) modify, translate, adapt, alter, or create derivative works from the Software; (c) merge the Software with any other software or documentation;(d) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (e) distribute, sublicense, rent, lease or loan the Software to any third party. You may not remove, alter or obscure any proprietary notice that appears on the Software or on any copies made in accordance with this Agreement.
4. Ownership. The Software is licensed, not sold, to You for use solely subject to the terms and conditions of this Agreement. The Software and all worldwide intellectual property and proprietary rights therein and relating thereto, are and will remain the exclusive property of Framewright or its licensors, if any. Except for the limited rights expressly granted under Section 1, You will have no right, title or interest (whether by implication, estoppel, or otherwise) in or to the Software or any Intellectual Property Rights (as defined below) therein or thereto. Framewright retains all rights, title and interest in and to any and all trademarks and logos of Framewright displayed on or in the Software. You agree not to challenge or contest Framewright's rights to or ownership of, or otherwise attempt to assert any rights in, the Software. "Intellectual Property Rights" means all worldwide patent, patent applications, copyrights, trade secrets, trademarks, service marks, trade names and any other intellectual property, proprietary, and database protection rights.
5. Third Party Code. The Software may contain or include software code owned or provided by third-party licensors of Framewright ("Third-Party Code"). For any Third-Party Code clearly indicated to be subject to the terms of a third party software license (a "Third-Party License"), the terms of the applicable Third-Party License will apply to the Third-Party Code independent of the terms of this Agreement. Any Third Party Code not subject to a Third Party License is subject to the terms and conditions of this Agreement and the licensors of any such Third Party Code are third party beneficiaries of this Agreement. Nothing in this Agreement limits Your rights under, or grants rights to You that supersede, the terms of any applicable Third-Party License.
6. Version Restrictions: You acknowledge that the Software identified as a "beta" version("Beta Software") is provided solely as a convenience for You for a limited period of time as specified by Framewright. Beta Software may include additional features or functionality currently under development for inclusion in the Software, but is not currently supported by Framewright. You acknowledge that Beta Software will not be supported under Section 7. You covenant to treat all Beta Software as Software, including, but not limited to, the restrictions on use set forth in Section 3.
7. Maintenance and Support Services. For one (1) year following the Effective Date, subject to the terms and conditions of this Agreement, Framewright will provide, on a commercially reasonable basis, the following support services for the Software ("Support") : (1) investigation and confirmation of a report by You (submitted to Framewright via email during normal Framewright business hours (which are 8:00 AM to 5:00 PM Eastern Time, Monday through Friday, excepting holidays) of a Failure (as defined below),including (i) identifying the problem(s) causing such Failure; and (ii) to endeavor to provide, on a non-priority basis, within thirty (30) days, correction or workaround of the Failure by means of a corrective Software release, replacement, or other means determined by Framewright in its sole discretion, to rememdy the Failure; (2) installation assistance; (3) assistance with understanding the standard features of the Software. Framewright will use commercially reasonable efforts to respond to all support-related emails within five (5) business days of receipt of such email. A "Failure" means a failure of the Software to operate substantially in accordance with Framewright's then-current specifications for the specific Software release that is installed by You when the software has been installed, used and maintained in accordance with those specifications. Framewright will have no obligation to provide Support for any Failure that: (a) is due to a breach by You of the Agreement; (b) cannot be reasonably reproduced or remedied; (c) is due to use of the Software in combination with third-party products, equipment, software, or data or arises from or relates to any Third Party Code; (d) is due to any release of the Software other than the most current release; (e) is due to any modifications to the Software not provided by Framewright; (f) has been listed as a known issue on Framewright's website, or (g) is caused by Your negligence, abuse, misapplication, or misuse of the Software. You will provide Framewright with reasonable assistance to resolve the Failure, including providing Framewright with sufficient access to and information regarding Your computing environment to enable Framewright to duplicate the Failure at issue and (as applicable) to determine that the Failure has been corrected. Framewright will have no liability for any changes required by Your hardware or software configuration which may be necessary to use the Software, including but not limited to, any Software workaround, error correction, or maintenance release. Framewright reserves the right to provide updates and upgrades for the Software to You at its convenience. Any updates, upgrades and any other repairs, replacements or modifications to the Software made available to You will be considered part of the "Software" for purposes of this Agreement and will be subject to the terms and conditions of this Agreement applicable to the Software.
8. Fees and Payment.
8.1 License Fee. In consideration of the license rights to the Software provided under this Agreement, You will pay Framewright the fees ("Fees") listed on the Framewright.tv Web site applicable to the Software.
8.2 Payment. Payment of the Fees must be made in U.S. dollars, and must be paid via credit card . You grant Framewright the right to charge the credit card specified in the applicable Order Form for all Fees incurred under this Agreement. On the Effective Date, You will remit to Framewright a one-time payment of the Fees as set forth on the Order Form. You may, at any time during the term of the Agreement, increase the number of licenses which you have rightfully acquired upon providing written notice to Framewright, together with payment of Framewright's then-current Fees associated with such number of additional end-user licenses. All Fees are non-refundable. Your obligation to pay Fees not subject to a reasonable dispute will be unconditional and not subject to abatement, setoff or defense of any kind. Fees exclude all applicable sales, use, and other taxes, fees, duties and similar charges, and You will be responsible for payment of all such taxes (other than taxes based on Framewright's income), fees, duties, and charges.
9. Term and Termination. The term of this Agreement will begin on the Effective Date and, unless earlier terminated as set forth in this Agreement, will continue indefinitely. This Agreement will also automatically terminate if You breach a term of this Agreement. Upon any termination of this Agreement,You agree to immediately cease all use of the Software, destroy all copies of the Software, and, upon the request of Framewright, certify in writing Your compliance with the terms and conditions of this Section 9. Sections 4, 10, 11, 12, 13 and 16 shall survive termination of this Agreement.
10. Warranty Disclaimer. THE SOFTWARE IS PROVIDED "AS IS" WITH NO WARRANTIES, EXPRESS OR IMPLIED. Framewright DOES NOT WARRANT THAT: (A) THE OPERATION OFTHE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT FUNCTIONS CONTAINED IN THE SOFTWARE WILL OPERATE IN COMBINATIONS OF SOFTWARE OR HARDWARE THAT MAY BE SELECTED FOR USE BY YOU; (B) THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (C) ANY RESULTS, OUTPUT, OR DATA PROVIDED THROUGH OR GENERATED BY THE SOFTWARE WILL BE ACCURATE, UP-TO-DATE, COMPLETE OR RELIABLE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Framewright SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, ARISING BY LAW OR OTHERWISE, RELATING TO THIS AGREEMENT AND THE SOFTWARE AND ANY SERVICES PROVIDED TO YOU, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
11. Limitation of Liability. THE LIABILITY OF Framewright UNDER THIS AGREEMENT, REGARDLESS OF THE BASIS OF LIABILITY OR THE FORM OF ACTION, WILL NOT EXCEED THE FEES PAID TO Framewright FOR THE PORTION OF THE SOFTWARE OR SERVICES CAUSING THE LIABILITY. IN NO EVENT WILL Framewright BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER FOR BREACH OF CONTRACT, NEGLIGENCE OROTHERWISE, AND REGARDLESS OF WHETHER Framewright HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES,INCLUDING WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE SOFTWARE, OR ANY RESULTS OBTAINED FROM OR THROUGH THE SOFTWARE. Framewright WILL NOT BE LIABLE FOR ANY NETWORK-RELATED PROBLEMS ATTRIBUTABLE TO THE SOFTWARE OR CHANGES TO NETWORK CONFIGURATION THAT MAY AFFECT THE PERFORMANCE OF THE SOFTWARE.
12. Indemnification. You will indemnify, defend, and hold harmless Framewright, its licensors, and each of their respective employees, officers, directors, affiliates, and agents ("Indemnified Parties"), from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) which result from any claim or allegation against any Indemnified Party arising from Your use of the Software or Your breach of any term of this Agreement. Framewright will provide You with notice of any such claim or allegation, and Framewright will have the right to participate in the defense of any such claim at its expense.
13. Confidential Information. You acknowledge that the Software is and contains confidential and proprietary information of Framewright, including without limitation the Source Code, inventions, algorithms, know how and other proprietary information contained therein (collectively, "Confidential Information"). You agree to protect the Confidential Information with at least the same degree of care employed with respect to Your own confidential or proprietary information but no less than reasonable care. You will not use the Confidential Information for any purpose other than in connection with Your use of the Software under the Agreement. Except as otherwise set forth in this Agreement, under no circumstances will You allow any third party to have access to the Software.You acknowledge that if you fail to comply with any of its obligations hereunder, Framewright will suffer immediate, irreparable harm for which monetary damages will not be adequate. You agree that, in addition to all other remedies provided at law or in equity, Framewright shall be entitled to obtain injunctiove relief hereunder.
14. Assignment. You may not assign, delegate or otherwise transfer this Agreement or any of Your rights or obligations under this Agreement without the prior written consent of Framewright. Unless specifically authorized in writing by Framewright, assignment of this Agreement will not release You from any prior outstanding obligation under this Agreement or allow You or Your assignee to expand the number of installations of the Software authorized under this Agreement.This Agreement is freely assignable by Framewright and will inure to the benefit of Framewright's successors and assigns. Any assignment in violation of this Section 14 is null and void.
15. United States Government Restricted Rights. The Software is comprised of "Commercial Computer Software" and "Commercial Computer Software Documentation," as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227.7202,as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 through 4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are licensed to any U.S.Government customers: (a) only as Commercial Items; and (b) with only those rights as are granted to all other customers pursuant to the terms of this Agreement.
16. Additional Terms. If any provision of this Agreement is found to be unenforceable, such term will be considered severable from the remaining terms, which will continue to be valid and enforceable. Any amendments or modifications of this Agreement will be binding upon the parties only if made in writing and signed authorized representatives of both parties. Under no circumstances will the preprinted terms of any purchase order or any other terms apply to this Agreement. No waiver of any of the terms or conditions of this Agreement will be binding for any purpose unless made in writing and signed by authorized representatives of both parties and any such waiver will be effective only in the specific instance and for the purpose given. No failure or delay on the part of either of the parties in exercising any right will operate as a waiver, nor will any single or partial exercise by either of the parties of any right preclude any other or further exercise thereof or the exercise of any other right. All notices, consents and approvals under this Agreement must be delivered in writing by personal delivery, electronic facsimile or certified mail, postage pre-paid, or reputable overnight courier, to Framewright at its address set forth on the Framewright.tv Web Site, to You at your address listed on your Order Form, or at such other address as may be later designated by either party in writing. Notices will be deemed to have been received upon the date of receipt or, in the case of certified mailing, three (3) days after deposit in the mail. This Agreement will be governed by the laws of the State of New York without regard to conflicts of law principles. All disputes arising under this Agreement must be exclusively brought in the state and federal courts located in New York City, New York. Each party irrevocably hereby consents to the jurisdiction and venue of any such court in any such action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. No agency, partnership, or joint venture is created by this Agreement. The parties are and remain at all times independent contractors and not agents or employees of the other party.
17. Export Control. Licensee further agrees not to export, directly or indirectly, the Software and any technical data acquired from Framewright pursuant to this Agreement to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.
By checking the "I have read and accept the terms of this EULA" box above (or by otherwise installing or using any Software), You acknowledge that You have read, understand, and agree to be bound by the terms of this Agreement as it relates to that Software as of the date on which you first check the "Accept" box, or otherwise first install or use the Software (such date, the "Effective Date").