ZoomText End User License Agreement

Last Updated: December 1, 2025

NOTE: THE PROFESSIONAL EDITION OF THE SOFTWARE IS FOR COMMERCIAL USE ONLY AND IS NOT LICENSED FOR PERSONAL USE. THE PERSONAL EDITION OF THE SOFTWARE IS FOR PERSONAL USE ONLY AND IS NOT LICENSED FOR COMMERCIAL USE. EDITION-SPECIFIC LIMITATIONS ARE SET FORTH AT SECTIONS 4 AND 5 BELOW.

PREAMBLE

This End User License Agreement (“EULA”) for Freedom Scientific Software (“Software”) is entered into by and between Freedom Scientific, Inc., a Delaware corporation, with an address at 17757 US Highway 19 N, Suite 200, Clearwater, Florida 33764, U.S.A. (“Freedom”), and, as applicable, (i) you, an individual using the Software solely for personal, non-commercial purposes; or (ii) you, an individual accepting this EULA on behalf of a commercial entity an organization, enterprise, business entity, sole proprietorship, educational institution or governmental institution (“Organization”), with one or more employees, contractors and/or consultants who use the Software solely for the Organization’s commercial purposes (in either (i) or (ii), the licensee shall be referred to as “You”). Capitalized terms used in this EULA shall have the definitions set forth herein. If you are an individual accepting these terms and conditions on behalf of an Organization, you represent that you have the legal authority to enter into this EULA on behalf of that Organization.

TERMS & CONDITIONS

The terms and conditions of Sections 1-4 and Sections 6-30 below are applicable to all Editions of the Software (as “Editions” is defined at Section 5 hereof).   Section 5 below sets forth terms and conditions which are limited in their application to specific Editions of the Software. The terms and conditions of Section 5 which are applicable to You shall be those identified for the specific Edition of the Software licensed by You. Section 30 below only applies to certain governmental entities or agencies.

1. ACCEPTANCE OF EULA & REVISIONS TO THE EULA

Your acceptance of the terms and conditions of this EULA is indicated by any of the means of acceptance described herein, including, without limitation: (i) by clicking on any “click-through”, “I Agree” or similar button during installation or Activation of the Software (as “Activation” is defined below); (ii) by execution, whether by electronic means or otherwise, of any Freedom quote or order form which incorporates this EULA by reference (“Quote”); or (iii) Your installation, Activation and use of the Software. This EULA shall be effective as of the date on which You accept the terms of this EULA (“Effective Date”) and, unless earlier terminated as provided for herein, this EULA shall stay in force and effect for the Term applicable to Your license (as “Term” is defined in Section 5 below).  This EULA may be amended or revised by Freedom from time to time by posting the revised EULA at https://support.freedomscientific.com/eula/enu/.  Your use of the Software following posting of a revised EULA shall indicate Your agreement to the revised terms and conditions set forth therein.

2. SOFTWARE LICENSE GRANT

Freedom grants You a revocable, limited, non-exclusive, non-transferable, non-sublicensable license (“License”), to access and use the Software, in object code format only, for the Term (as “Term” is defined in Section 5 below) for, as applicable based on the license purchased by You: (i) personal, non-commercial purposes only; or (ii) commercial use by an Organization. As used herein, “Software” may include, as further set forth herein: (i) any patches, bug fixes or any other updates of the Software or any new version of the Software licensed by You for the Term (“Updates & Upgrades”) and (ii) the user guide, and/or other documentation and materials accompanying and associated with the Software, including associated media, printed materials and any online or electronic documentation provided by Freedom for use with the Software (individually and collectively the “Documentation”).

3. SOFTWARE ACTIVATION

The Software is activated by entry of a valid license key (“Activated” or “Activation”). Prior to Activation, the Software will operate in demonstration mode (“Demonstration Mode”) for a period of forty (40) minutes. If the Software reverts to the Demonstration Mode after Activation for any reason, You must reboot Your computer and restart the Software in order to return the Software to full capability.

4. SOFTWARE EDITIONS PERSONAL USE & PROFESSIONAL (COMMERCIAL) USE

There is one (1) Software edition for commercial use which may be licensed under this EULA (“Professional Edition”). There are three (3) Software editions for personal, non-commercial use which may be licensed under this EULA: (a) the Home Edition; (b) the Home Annual Edition; and (c) the Student Annual Edition; (each a “Personal Edition”) (the Professional Edition, Home Annual Edition, Home Edition and the Student Annual Edition may each be referred to as an “Edition”). The Edition of the Software which You have licensed is: (a) set forth in the documentation accompanying Your purchase; and (ii) can be found by clicking the “Help” button in the Software followed by clicking the “About” button.  You may license, and may use, the Software only in accordance with the terms and conditions applicable to the Edition which you have license. For the avoidance of doubt, the Professional Edition may not be used for personal use and the Personal Edition may not be used for commercial use.

5. EDITION-SPECIFIC LICENSE LIMITATIONS

The sub-section below which is titled with the name of the Edition which You have licensed (e.g. Home Edition, Home Annual Edition, etc.), shall be applicable to the Software licensed to You (“Edition-Specific Terms”). The sub-sections below which are titled with the name of Editions which You have not licensed shall not be applicable to the Software licensed to You (“Excluded Terms”).  All the terms and conditions of this EULA other than those set forth in the Section 5 (Edition-Specific License Limitations) apply to all Editions of the Software.  For the avoidance of doubt, all terms of this agreement other than the Excluded Terms shall apply to the Edition which You have licensed. As used herein, an “End User” means You or anyone permitted by You to access and use the Software.

5.1 PERSONAL USE: HOME EDITION – ADDITIONAL LICENSE TERMS

5.1.1 Home Edition Scope of Use. The“Home Edition” is licensed for personal, non-commercial use by one (1) End User. The Software may be installed on more than one (1) computer, workstation, terminal or device (“Computer”), and the License may be Activated on up to three (3) Computers, provided, however, that the Software may not be used at the same time on more than one (1) Computer or used by more than one (1) End User at a time.

5.1.2 Home Edition Term of License. If You have licensed the Software pursuant to a perpetual license (“Perpetual License”), the License shall not terminate unless such termination is due to Your breach of the terms and conditions set forth herein.  If You have licensed the Software pursuant to a subscription license (“Subscription License”), the Subscription License shall commence on the date, and shall run for the, Term set forth in the Quote and shall automatically renew for successive periods of twelve (12) months unless notice of non-renewal is given by either Party no later than thirty (30) days before such automatic renewal.

5.1.3 Home Edition Updates & Upgrades. If you have purchased a Subscription License, You will receive all Updates & Upgrades that Freedom makes generally commercially available during the Term of your Subscription License.  If you have purchased a Perpetual License, You will receive Updates & Upgrades only as long as you have a current Software Maintenance Agreement (as “Software Maintenance Agreement” is defined below in Section 7).

5.2 PERSONAL USE: HOME ANNUAL EDITION – ADDITIONAL LICENSE TERMS

5.2.1 Home Annual Edition Scope of Use. The Home Annual Edition is limited to personal, non-commercial use by one (1) End User. The Software may be installed on more than one (1) Computer and Activated on up to three (3) Computers, provided, however, that the Software may not be used on more than one (1) Computer at the same time or by more than one (1) End User at a time.

5.2.2 Home Annual Edition Term of License. The Home Annual Edition is only licensed pursuant to a Subscription License. The Term of the Home Annual License shall commence on the date, and shall run for the, Term set forth in the Quote and shall automatically renew for successive periods of twelve (12) months unless notice of non-renewal is given by either Party no later than thirty (30) days before such automatic renewal.

5.2.3 Home Annual Edition Updates & Upgrades. You will receive all Updates and Upgrades that Freedom makes generally commercially available during the Term of the Home Annual Edition License.

5.3 PERSONAL USE: STUDENT ANNUAL EDITION – ADDITIONAL LICENSE TERMS

5.3.1 Student Annual Edition Scope of Use. The Student Annual Edition is limited to personal, non-commercial use by one (1) enrolled and registered student or by one (1) member of the faculty or staff at an educational school or institution. The Software may only be Activated on one (1) Computer and may only be used by one (1) End User at a time. If the End User wishes to install the Software on a different Computer, the End User must uninstall the Software from the first Computer, install and Activate the Software on the second Computer.

5.3.2 Student Annual Edition Term of License. Unless otherwise stated in Quote, the Student Annual Edition is effective for a Term of three hundred sixty-five (365) days from the Effective Date.

5.3.3 Student Annual Edition Updates & Upgrades. You will receive all Updates & Upgrades that Freedom makes generally commercially available during the Term of the Student Annual Edition License.

5.4. PROFESSIONAL EDITION – ADDITIONAL LICENSE TERMS

5.4.1 Professional Edition Scope of Use. The Professional Edition may be licensed for commercial purposes for either a single End User of an Organization or for multiple End Users of an Organization. As used herein, an “End User” means You, or anyone permitted by You to access and use the Software.  The Professional Edition may only be used for the commercial purposes of the Organization. The Professional Edition may not be used for the personal use of any End User. If licensed for a single End User, the Software may be loaded or installed on more than one (1) Computer, but may not be used on more than one (1) Computer or by more than one (1) End User at a time.  If licensed for multiple End Users, the Software may be used by any person within the Organization so long as the concurrent number of End Users of the Software does not exceed the number concurrent users for which license rights to use the Software have been Licensed.

5.4.2 Professional Edition Term of License. The License shall commence on the date, and shall run for the Term, set forth in the Quote and shall thereafter automatically renew for successive periods of twelve (12) months unless notice of non-renewal is given by either Party no later than sixty (60) days before such automatic renewal.

5.4.3 Professional Edition Updates & Upgrades. If You have purchased a Subscription License, You will receive all Updates & Upgrades that Freedom makes generally commercially available during the Term of Your Subscription License. If you have purchased a Perpetual License, You will receive Updates & Upgrades only if you purchase a Software Maintenance Agreement.

6. TERM

The Term shall be the period applicable to Your Software License Edition as set forth in the applicable subsection of Section 5.

7. UPGRADES & SOFTWARE MAINTENANCE AGREEMENT

Freedom may from time to time offer Upgrades. If an Upgrade is Licensed, that Upgrade will be considered part of the Software and will be subject to this EULA.
A Software Maintenance Agreement (‘Software Maintenance Agreement” or “SMA”) is included with the purchase of a Subscription License.

If You have a Perpetual Licenses with a version of the Software which has not been Upgraded and You do not have a current Software Maintenance Agreement in effect, You are not eligible for an Upgrade. In such event, You may either purchase a Subscription License or You may purchase a new Perpetual License with the required Software Maintenance Agreement.  A Software Maintenance Agreement must be purchased with any Perpetual License sold after April 7, 2025.

If You currently have a Software Maintenance Agreement in effect, You may renew the Software Maintenance Agreement prior to its expiration. If You do not have a current Software Maintenance Agreement in effect, You are not eligible for an Upgrade. In such event, You may either purchase a Subscription License or You may purchase a new Perpetual License with the required Software Maintenance Agreement.

8. DISCONTINUANCE OF SUPPORT

Freedom reserves the right to discontinue support for versions of the Software other than the then-current release of the Software.

9. LICENSE FEES

Your use of the Software is subject to payment of any License fee or renewal fee (if applicable) for any renewal of the Term. Except as otherwise set forth in any applicable License, Freedom may change any fee for an upcoming renewal Term in its sole discretion.  Except as otherwise set forth in any applicable License, failure to pay any applicable fee shall be grounds for termination of the License by Freedom without any notice required.

10. USE OF THE SOFTWARE

You assume sole responsibility for determining the appropriateness of the Software for achieving your intended results. You further assume sole responsibility and all risk for the installation and use of the Software, and all data and results obtained from such installation and use of the Software.  You assume sole responsibility for the selection, installation, use, and placement of hardware with which You use the Software. You shall be responsible for any acts and omissions of your End Users in connection with Your obligations under this EULA.

11. RESTRICTIONS ON USE OF THE SOFTWARE

You may not use the Software for any unlawful purpose or for any purpose other than those expressly set forth in this EULA. You may not use the Software for any in any manner outside of the scope of the EULA applicable to You and the Edition which You have licensed.  You may not, in whole or part, alter, modify, decompile, disassemble, reverse engineer, rent, lease, loan or sublicense the Software; create derivative works from the Software; or, except as expressly permitted in this EULA, copy, reproduce, duplicate, transfer, distribute or provide others with the Software. You also may not allow the Software to be transmitted or communicated over a network except as specifically permitted in this EULA or in an applicable License. You may not operate or provide the Software as a service bureau. In the event You copy, transfer, decompile, disassemble, or reverse engineer the Software or create a derivative work for another person in any form, except as is specifically authorized, then your License to use the Software shall be automatically terminated. You may not circumvent any security measures in the Software.  Notwithstanding the foregoing, nothing herein shall prevent You from copying and using the Software solely for purposes of archival or emergency backup, including, but not limited to the testing and operation of disaster recovery plans or other similar contingencies.

12. INTELLECTUAL PROPERTY

You acknowledge that as between You and Freedom, Freedom owns all right, title, and ownership of the copyrights, and other intellectual property rights in and to the Software. The Software is protected by U.S. and international copyright laws and treaties. Except as may be expressly stated herein, this EULA does not grant to You any rights to the Software or any rights to use the Documentation apart from the Software. Whenever the Software is reproduced, then the copyright notice must also be reproduced and displayed in its original or substantially original form. The Software is being provided by a non-exclusive license and not as a sale of the Software. You are only licensed to use the Software for the Term of the applicable License. By virtue of the License, You do not obtain or possess any ownership in the Software or any related copyright or other intellectual property rights in the Software. All trademarks included in the Software or used with the Software are the property of Freedom. Any use of such marks shall inure to the benefit of Freedom.

13. VIRUSES

Freedom uses commercially reasonable measures designed with the intent to prevent the Software from containing any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus”, “preventative routines,” “disabling code,” “cookie” or other computer software routines or programming devices designed to (i) permit unauthorized persons to access the Software, (ii) intentionally disable, modify, destroy or damage the Software, and/or (iii) make the Software inaccessible or delayed. Notwithstanding the foregoing, Freedom does not warrant that the Software does not contain any of the foregoing.

14. TERMINATION

14.1 You may terminate the License at any time by removing or destroying all copies of the Software from your Computer or otherwise in your possession or control, or as otherwise provided by Freedom at the time of purchase.  You will not be entitled to any refund for any pre-paid License Fees.

14.2 Except as otherwise provided in an applicable License, your License to the Software and this EULA will automatically terminate under any of the following: (i) if You breach or fail to comply with any of the terms of this EULA; (ii) if You remove from your Computer(s) and destroy all copies of the Software in your possession or under its control; or (iii) if your License term ends, terminates or lapses including for failure to pay any renewal fee or pay any other applicable fee to extend or otherwise continue the Term of the License. For clarification under (i) above, this License is immediately terminated in the event that You fail to comply with any term or condition of this EULA, whether or not Freedom has knowledge of the failure to comply. Freedom may also terminate this EULA upon reasonable notice to You and refund of any prepaid fees.

14.3 Upon termination or expiration of this EULA, You are required to immediately cease use of the Software and destroy, delete or remove all copies of the Software from your Computer(s) or otherwise in your possession or control, or as otherwise provided by Freedom at the time of purchase.

15. LIMITED WARRANTY

FREEDOM WARRANTS THAT, WHEN DELIVERED TO YOU AND FOR A PERIOD OF NINETY (90) DAYS THEREAFTER, THE SOFTWARE (EXCLUDING UPDATES FOR PURPOSES OF THIS SECTION) WILL CONFORM IN SUBSTANTIALLY ALL MATERIAL RESPECTS TO FREEDOM’S THEN-CURRENT DOCUMENTATION FOR THE SOFTWARE.  IN THE EVENT OF ANY CLAIM BY YOU UNDER THIS LIMITED WARRANTY, YOU MUST NOTIFY FREEDOM IN WRITING DESCRIBING IN REASONABLE DETAIL THE NATURE OF THE NON-CONFORMITY AND PROVIDE TO FREEDOM SUFFICIENT DETAIL TO ALLOW FREEDOM TO REPRODUCE THE PROBLEM. THE LIMITED WARRANTY CONTAINED IN THIS SECTION WILL NOT APPLY IF, AND TO THE EXTENT THAT: (A) THE SOFTWARE IS NOT USED IN ACCORDANCE WITH THIS EULA OR THE DOCUMENTATION; (B) THE SOFTWARE OR ANY PART THEREOF HAS BEEN CUSTOMIZED, MODIFIED, ALTERED OR CHANGED BY ANYONE OTHER THAN FREEDOM; OR (C) A MALFUNCTION IN THE SOFTWARE HAS BEEN CAUSED BY ANY OF YOUR EQUIPMENT OR BY ANY THIRD-PARTY SOFTWARE.  YOUR SOLE REMEDY FOR ANY BREACH OF THIS WARRRANTY BY FREEDOM IS SET FORTH IN SECTION 19.1 (EXCLUSIVE REMEDY).

16. AS-IS, DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 15 AND TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, FREEDOM PROVIDES THE SOFTWARE TO YOU “AS IS” AND WITH ALL FAULTS, MAKES NO OTHER WARRANTIES RELATED TO THE SOFTWARE OR THE RESULTS TO BE OBTAINED FROM USE OF THE SOFTWARE, AND PROVIDES THE SOFTWARE WITHOUT ANY OTHER WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. FREEDOM DOES NOT WARRANT, AND YOU HEREBY WAIVE ANY WARRANTY, THAT USE OF OR ACCESS TO THE SOFTWARE BY YOU WILL BE ERROR FREE. FREEDOM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS.  FREEDOM DOES NOT WARRANT THAT THE SOFTWARE IS SUITABLE FOR ANY PARTICULAR PURPOSE OR FOR YOUR USE.  FREEDOM MAKES NO REPRESENTATIONS OR WARRANTIES (AND EXPRESSLY DISCLAIMS ALL WARRANTIES) WITH RESPECT TO ANY HARDWARE, SOFTWARE, DATA OR INFORMATION NOT SUPPLIED BY FREEDOM, ANY INFORMATION, DATA, FORMULAS OR ALGORITHMS USED, ACCESSED BY OR INCORPORATED INTO THE SOFTWARE, OR ABOUT ANY DEFECTS RELATED TO DOWNLOAD OR INTERNET CONNECTIVITY PROBLEMS DURING DOWNLOAD OF THE SOFTWARE.

17. ASSUMPTION OF RISK AND HAZARDOUS USE

Assumption of Risk. You hereby acknowledge and agree that use of the Software shall be at Your sole and exclusive risk and subject to all applicable rules, regulations and applicable laws. You hereby acknowledge that the Software may contain errors, inaccuracies and omissions. You assume any and all risks as to the results and performance of the Software, including any risk, damage, loss or harm from Your use or downloading the Software.

Hazardous Uses. Using the software in connection with the operation of dangerous or hazardous activities, including activities that, if the software failed to perform, could result in death, personal injury, property damage or environmental damage.  Such prohibited activities include but are not limited to the operation of nuclear facilities, aircraft navigation, life-saving medical devices, and/or critical communication systems.

18. INAPPLICABILITY OF EXCLUSIONS

As the exclusion of implied warranties is not permitted by some states or jurisdictions, the above exclusions may not apply to You. In that case, any implied warranties are limited in duration to ninety (90) days from the earlier date of download or installation of the Software or Activation of the License.

19. LIMITATION OF REMEDIES

19.1 EXCLUSIVE REMEDY

EXCEPT FOR FREEDOM’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 20 OF THIS EULA, FREEDOM’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THE LIMITED WARRANTY DURING THE WARRANTY PERIOD SHALL BE THAT FREEDOM, AT ITS SOLE OPTION, WILL EITHER REPAIR OR REPLACE THE SOFTWARE NOT MEETING FREEDOM’S LIMITED WARRANTY, OR ALLOW FOR FURTHER DOWNLOAD OR UPGRADE OF THE SOFTWARE OR REFUND YOU ANY LICENSE FEES PAID IN ADANCE.

19.2 LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS IN ITS ESSENTIAL PURPOSE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS OR INFORMATION, BUSINESS INTERRUPTION, OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF OR IN ANY WAY RELATED TO THEIR RESPECTIVE OBLIGATIONS UNDER THIS EULA AND WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ENTIRE LIABILITY OF FREEDOM FOR ANY DAMAGES UNDER ANY PROVISION OF THIS EULA SHALL BE LIMITED TO THE ACTUAL FEES PAID TO FREEDOM BY OR ON BEHALF OF YOU FOR THE SINGLE LICENSE EXPRESSLY COVERED BY THIS EULA PROVIDED THAT, FREEDOM’S INDEMNIFICATION OBLIGATIONS UNDER SECTION OF THIS EULA SHALL BE CAPPED AT TEN THOUSAND DOLLARS ($10,000.00).

20. INDEMNIFICATION

To the maximum extent permitted under applicable law, You agree to indemnify and hold Freedom and its affiliates and subsidiaries, and their respective officers, directors, employees, agents, representatives, successors, assigns, service providers and suppliers harmless from any and all claims, losses, demands, fines, penalties, costs, and expenses, including reasonable attorney fees and court costs, made by any third party in connection with or arising out of: (a) any bodily injury (including death) or damage to real property or tangible personal property caused by You; (b) Your breach or violation of any provision of this EULA or any applicable License; and (c) Your violation of applicable laws or any rights of another person or entity.

Freedom will indemnify, defend and hold You harmless, notwithstanding any limit of liability, based on or arising out of any claim or threatened claim that the Software or any part or use thereof infringes or violates any U.S. patent, copyright, trademark, or trade secret of any third party; provided that (a) You notify Freedom in writing within thirty (30) days of the claim, (b) Freedom has sole control over the defense and all negotiations for a settlement or compromise, and (c) Freedom receives reasonable assistance from You necessary to perform Freedom’s obligations hereunder. The foregoing indemnity shall not apply with respect to the Software, or portions or components thereof: (i) not provided by Freedom; (ii) used in a manner not expressly authorized by this EULA or any applicable License; (iii) if the alleged infringement or misappropriation results from any customizations, modifications, alterations or changes to the Software not developed or provided by Freedom; or (iv) combined with other products or services not provided by Freedom where the alleged infringement would not exist but for such combination. In the event that the Software is held by a court of competent jurisdiction to constitute an infringement or the use of the Software is enjoined (or Freedom reasonably believes that any of the foregoing are reasonably likely to occur), Freedom may, at its option: (x) procure for You the right to continue to use the Software; (y) provide an Upgrade so that use of the Software becomes non-infringing; or (z) replace the Software with software that is substantially similar in functionality and performance. The remedies set forth in this Section 6.2 are your and any End User’s sole remedies, and Freedom’s sole liability and obligation with respect to any actual, threatened, or alleged claims that the Software or any portion thereof infringes, misappropriates, or otherwise violates any intellectual property rights of any third party.

21. RESTRICTIONS ON ASSIGNMENT AND TRANSFER

Except as permitted herein, You may not sublicense, assign, or transfer this License or EULA to another party, and any attempt to sublicense, assign or transfer any of the rights, duties or obligations under this EULA shall be null and void and without any legal effect.

22. CONSENT TO USE DATA AND INFORMATION

The Software may collect information regarding Your use of the Software and send that to information Freedom. Freedom may use this information to provide services and to improve our products and services.  You may opt out of certain of these uses as described in the software documentation. By using the Software, You agree that the collection, use, and disclosure of any information will be in accordance with Freedom’s Privacy Policy which is available at the following link:
https://support.freedomscientific.com/privacy-policy/enu/. This Policy may be updated from time to time.  You are solely responsible for the content of all End User data.  You will secure and maintain all rights in Customer data necessary to use the Software without violating the rights of any third party or otherwise obligating Freedom to you or to any third party.  Freedom does not assume any obligations with respect to End User Data or to your use of the Software other than as expressly set forth in this EULA or as required by applicable law.

23. GOVERNING LAW, JURISDICTION AND VENUE

This EULA shall be governed, interpreted, construed and enforced in accordance with the laws of the State of Florida. The Parties agree that the sole and exclusive venue and jurisdiction for filing and maintaining any lawsuit or other action or proceeding related to this EULA shall be in the state or federal courts sitting in Pinellas County, Florida. Each Party hereby consents and submits itself to the personal jurisdiction of such court. The parties agree that no Uniform Computer Information Transactions Act or similar provision from any state or other jurisdiction shall apply to this EULA.

24. EXPORT RESTRICTIONS

You may not export, ship, transmit or re-export the Software in violation of any applicable law or regulation, including but not limited to, Export Administration Regulations issued by the U.S. Department of Commerce. Unless in compliance with applicable law and specifically authorized in writing by Freedom, You shall not export the Software under any circumstances whatsoever. In any case, You will indemnify and hold Freedom harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorney’s fees) arising from, or relating to, any breach by You of Your obligations under this section.

25. WAIVER

Failure by Freedom to enforce any provision of this Agreement shall not be deemed a waiver of future enforcement of that or any other provision.

26. SEVERABILITY

In the event that any one or more of the provisions of this EULA are held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired and enforced to the full extent permitted by law.

27. INJUNCTIVE RELIEF

To the extent permitted under applicable law, the parties agree that in the event of a breach by either party of any provision of this EULA, the non-breaching party shall be entitled to seek and obtain injunctive or other equitable relief, or both, in each case without the requirement to post any bond or other form of security, and without such act constituting an election of remedies or disentitling the non-breaching party to each and every remedy available at law or in equity for a breach of this EULA by the other party.

28. ENTIRE AGREEMENT

Except to the extent governed by an applicable License and amended in writing by the parties, this EULA and the Quote constitutes the entire agreement between You and Freedom related to the Software and supersedes all prior or contemporaneous agreements, proposals, negotiations, representations and communications between You and Freedom related to the Software. You acknowledge that You have not been induced to enter into this EULA by any representations or promises not specifically stated herein.  No term contained in any purchase order submitted by You shall amend, modify or supplement the terms and conditions set forth herein and in the Quote.

29. SURVIVAL

Notwithstanding any termination or expiration, the following sections shall survive such termination or expiration: 12, 19, 20, 22 and 23.

30. MERGER

This EULA and any Freedom constitutes the entire agreement between the parties with respect to the use of the Software Licensed hereunder and, except as otherwise set forth herein, supersedes all prior understandings and agreements regarding its use.

31. STATUTORY EXCEPTIONS FOR CERTAIN GOVERNMENTAL INSTITUTIONS

If You are a government or a public agency, instrumentality or institution, including, without limitation a public educational, research or medical institution or body, and any terms in this EULA are invalid or unenforceable against You because of applicable law, then those terms will be deemed excluded and unenforceable (as the case may be), and instead construed in a manner most consistent with applicable governing law, provided that You have advised Freedom in advance of the terms which are inapplicable.  In addition, if the applicable governing law for this EULA set forth in Section 23 is precluded for You under applicable law, then this EULA will be governed and construed under the laws of the country, state, province or other jurisdiction in which your primary office is located provided that You have advised Freedom in advance of the applicable jurisdiction.