SOFTWARE LICENSE TERMS & CONDITIONS

These “Terms & Conditions” if agreed to by Customer constitute a binding legal agreement with Frontier Frequencies, LLC d/b/a Frequency Components (“Frequency”) regarding the licensing and use of the Frequency Program Generator (the “Software”). Please read them carefully. If you sign this document below on behalf of Customer, you are indicating that you have the authority to so bind Customer. If you do not sign this document you will have no right to access the Software. Any provisions of a purchase order or other document or internet file provided by Customer that conflicts with these terms & conditions shall be of no force or effect.

  1. SCOPE OF LICENSE. Frequency grants to Customer a non-exclusive, non-transferable, fully paid, limited license, without right to sublicense, to execute the Software in machine-readable form, and to use the Documentation provided by Frequency for that Software as specified in the Documentation. The terms “Frequency” or “Licensor” may be used interchangeably in this Agreement. The term “Customer” or “Licensee” may also be used interchangeably in this Agreement. Customer is authorized to use the Software in perpetuity. Customer is authorized to use the Software only for Customer’s own use, only in Customer’s normal course of business, and only on Frequency hardware. The Software may be used concurrently by only one user of Customer.  Except as expressly permitted, Customer may not make or have any copies of the Software. Nothing herein entitles Customer to the receipt of, use of, or access to source code. Customer shall not reverse assemble, reverse compile, or otherwise reverse engineer the Software, in whole or in part, or otherwise attempt to obtain the source code, or the function and structure of the Software. Customer may not modify or prepare derivative works of the Software unless previously agreed to in writing by Frequency. Frequency will not maintain or support any such modified Software.
  2. APPLICABLE SOFTWARE LICENSE TERMS.The applicable software license’s Terms & Conditions are deemed to be those terms and conditions in effect as of the time of the issuance of the license. If Customer wants access to the certain software license terms and conditions, please contact support@Frequency.com.
  3. All ownership rights, title, and interest in the Software, Documentation, and related Confidential Information (as defined below), and all copies, derivatives and abstracts thereof, including without limitation all copyrights, patent rights, trademark rights, trade secret rights, inventions, mask work rights, and other proprietary rights therein and thereto, are and shall remain exclusively in Frequency or its licensor(s).
  4. PAYMENT & DELIVERY TERMS.The Software shall immediately become available to the Customer for download upon the Customer’s agreement to these Terms & Conditions.  Frequency has the right to charge the Customer a license fee, which shall be immediately due and payable before the Customer may download the software.  Customer agrees to pay the license fees for the Software as indicating on the adjoining electronic invoice. The Customer acknowledges and agrees that there may be subscription fees associated with the future or continuing use of the Software, and the Customer agrees to pay those subscription fees for so long as the Customer wishes to utilize the Software. In the event that the Customer elects not to pay any subscription fee charged by Frequency for the use of the Software, Frequency shall have the right to terminate the Customer’s use and access to the Software.  Invoices for subscription fees, if any, will be delivered to the Customer electronically. License fees and subscription fees do not include taxes, shipping, or handling charges, all of which shall be paid by Customer, except for taxes based on Frequency’s net income. Any and all payments made under the provisions of the Agreement shall be payable in the currency as listed on the accompanying invoice.
  5. Customer shall keep the Software, Documentation, and related information disclosed by Frequency on a confidential or proprietary basis (collectively “Confidential Information”) confidential and shall not, without the prior written consent of Frequency, directly or indirectly provide, disclose or otherwise make available any item of Confidential Information in any form to any person other than to those of Customer’s employees whose job performance requires access to the Confidential Information and are obligated to the confidentiality and restricted use provisions herein. Customer agrees to use the Confidential Information only as expressly authorized. Customer shall take all reasonable actions to protect the security of the Confidential Information and control its employees’ use, copying, and disclosure. Customer will immediately inform Frequency of any violation and use Customer’s best efforts to remedy any such breach. Customer’s non-disclosure obligations and use restrictions continue with respect to any item of Confidential Information until Customer can show that it: (a) was rightfully known to Customer prior to disclosure by Frequency; (b) is or becomes publicly available through a source other than Customer and through no wrongful act or failure to act by Customer; or (c) has been rightfully disclosed to Customer by an unrelated third party, without an obligation to keep it confidential.
  6. LIMITED WARRANTY.Frequency warrants it has the right to license the Software. Frequency warrants, for the period of ninety (90) days following shipment of the Software, that the Documentation will be free from material errors and that the Software, if not modified and if properly used in accordance with the manual therefor, will conform substantially to Frequency’s current documentation and will be free from manufacturing defects such as defective media or Software configuration errors. Frequency’s total liability will not exceed the actual amount paid to Frequency by Customer for the failing Software. Frequency will not be liable for the costs of substitute software or services. FREQUENCY EXCLUDES AND DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND THE STATUTORY WARRANTY OF NONINFRINGEMENT. CUSTOMER EXPRESSLY WAIVES ANY AND ALL SUCH WARRANTIES.
  7. LIMITATION OF LIABILITY. NEITHER FREQUENCY NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY LOST PROFITS, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR PUNITIVE DAMAGES WHATSOEVER, EVEN IF FREQUENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FREQUENCY’S ENTIRE LIABILITY UNDER OR RELATED TO THIS AGREEMENT IS LIMITED TO THE REMEDIES SPECIFIED BY THIS AGREEMENT. FREQUENCY’S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF THE ACTION, SHALL NOT EXCEED THE FEES PAID FOR THE APPLICABLE SERVICES OR FOR THE LICENSE OF THE LICENSED PRODUCT THAT GAVE RISE TO THE CLAIM. THIS LIMITATION OF LIABILITY ALSO APPLIES TO MAINTENANCE AND SUPPORT SERVICES. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY TO FULFILL ITS ESSENTIAL PURPOSE.
  8. CUSTOMERS USE OF THE LICENSED PRODUCT.Customer acknowledges that the Licensed Products are frequency programs for use in Customer’s FC-5 machine and that Customer has designated the Principal Sine Wave Frequencies, the Pulse Frequencies, and the Durations for inclusion in the Licensed Product.  Customer acknowledges and agrees that it has designed these variables and intends to utilize the Licensed Product in the FC-5 machine in a manner that conforms to Federal, state, and local laws governing where the Customer is located and/or where the Customer uses the FC-5 machine.  Customer hereby agrees that it shall not use the Licensed Products in a manner that is in violation of any Federal, state, or local law governing any jurisdiction in which the Customer is located and/or where the Customer uses the FC-5 machine and/or the Licensed Products.
  9. If promptly notified in writing by Licensee of such action, Licensor agrees to defend or settle at its option, and hold Licensee harmless from, any action at law or in equity finally adjudicated against Licensee arising from a claim that Licensee’s use of the Licensed Products or documentation under this Agreement infringes any United States patent, copyright, or proprietary right; provided that Licensee shall give Licensor the right to control and direct the investigation, preparation, defense, and settlement of each such claim and Licensee shall fully cooperate with Licensor or its designee in connection with the foregoing; further provided, Licensor may, immediately upon notice of such an infringement claim, replace all or part of the Licensed Products to make it non infringing or Licensor may obtain the right for Licensee to use the allegedly infringing Licensed Products. The foregoing is Licensee’s sole and exclusive remedy for any claim of infringement of intellectual property rights against Licensee’s use of the Licensed Products.
  • ANTI-PIRACY.Software piracy is illegal and Frequency and its affiliates reserve the right to take all legal steps to stop piracy of their products and pursue those who take part in these activities. As part of these anti-piracy efforts, the Software may contain security mechanisms intended to detect the installation or use of illegal copies of the Software, and collect and transmit data relating to those illegal copies, and installation or use thereof, to Frequency and/or its affiliates, and/or their agents, contractors, suppliers, successors and assigns. By installing or using the Software, Customer agrees to such detection, collection and transmission, as well as to the use of such data, for the purposes of identifying illegal usage and protecting and enforcing intellectual property rights.
  • TERMS & TERMINATIONS.Either party may terminate the license for the Software upon written notice to the other party, if the other party violates any provision of these Terms & Conditions, or if the other party terminates or suspends its business, becomes subject to any bankruptcy or insolvency proceeding under federal or state statues, becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or has wound up or liquidated its business. All amounts owing to Frequency accelerate and become immediately due and payable in full. Upon termination, Customer shall cease use of the Software and remove all portions of the Software from any updated work and permanently remove and delete any and all complete or partial copies of the Software from all systems under Customer’s control. Upon termination, Customer shall return to Frequency all copies of the Software, all related Documentation and all other related Confidential Information, together with a certificate, signed by an officer of Customer, to the effect that all copies, complete and partial, or all affected Software have been returned to Frequency and/or destroyed and no copy of any affected Software, or any portion thereof, remaining in the Customer’s possession or under its control. The payment, ownership, confidentiality, and compliance with laws provisions survive termination.
  • COMPLIANCE WITH LAWS.Customer shall comply with all applicable laws and regulations. Customer shall not export, directly or indirectly, any Software without first obtaining any licenses required by the United States Department of Commerce or any other agency of the United States Government. Customer shall indemnify Frequency for any liability or claim which may arise from Customer’s direct or indirect export of any Software.
  • SUCCESSORS AND ASSIGNS.The Agreement shall be binding on and inure to the benefit of the parties, permitted assigns and legal representatives. Licensee may not assign this Agreement without Frequency’s prior written consent.
  • GOVERNING LAW.These terms & conditions shall be governed and interpreted in accordance with the laws of the State of Alabama, USA, without application of its conflicts of law principles and without application of the United Nations Convention on the International Sale of Goods.
  • ENTIRE AGREEMENT.This Agreement constitutes the entire agreement and understanding of the parties with respect to their subject matter and may be modified or amended, or any provision thereof waived, only in a writing signed on behalf of the party against which such modification, amendment or waiver is asserted. Frequency reserves the right to change these Terms & Conditions at any time, effective upon the posting of the modified Terms & Conditions on the Frequency Website, and Frequency will make every effort to communicate these changes to its Customers via electronic correspondence.
  • DISPUTE RESOLUTION.Any dispute arising under or related to these Terms & Conditions will be referred to senior management of the parties for resolution and if not so resolved within thirty (30) days from written notice of the dispute given by one party to the other (or such longer period as may be mutually agreed in writing), the dispute will be resolved by binding arbitration. Judgment on the arbitration award may be entered in any court having jurisdiction. Notwithstanding, either party may at any time apply for injunctive relief in any court having jurisdiction.
  • CUSTOMER SIGNATURE. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.