EULA

License Agreement

END-USER LICENSE AGREEMENT FOR XLCubed Excel Edition

IMPORTANT-READ CAREFULLY:

This End-User License Agreement is a legal agreement between you (either an individual or a single entity) and XLCubed Ltd for the software product identified above, which includes computer software and may include associated media, printed materials, and "online" or electronic documentation ("SOFTWARE PRODUCT"). By installing, copying, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this LICENSE AGREEMENT.

If you do not agree to the terms of this LICENSE AGREEMENT, do not install or use the SOFTWARE PRODUCT. Please do NOT order a registration key, if you do not agree to this license agreement.

License conditions

No part of the software or the manual may be multiplied, disseminated or processed in any way without the written consent of XLCubed Ltd. Violations of these conditions will be prosecuted in every case.

The use of the software is done at your own risk. XLCubed Ltd accepts no liability for any damages, either as direct or indirect consequence of the use of this product or software.

Only observance of these conditions allows you to use the hardware and software in your computer system.

SOFTWARE PRODUCT LICENSE

The SOFTWARE PRODUCT is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The SOFTWARE PRODUCT is licensed, not sold. This also applies to demo versions.

GRANT OF LICENSE. This LICENSE AGREEMENT grants you the following rights:

Applications Software.

You may install and use one copy of the SOFTWARE PRODUCT, or any prior version for the same operating system, on a single computer.

Storage/Network Use.

You may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, used only to install or run the SOFTWARE PRODUCT on your other computers over an internal network; however, you must acquire and dedicate a license for each separate computer on which the SOFTWARE PRODUCT is installed or run from the storage device. A license for the SOFTWARE PRODUCT may not be shared or used concurrently on different computers.

Use of the software in different environments

Licensee have the right to copy the software to different environments such as development environment, test environment, acceptance test environment etc.

Use of the software in case of a disaster recovery

If the Licensee is temporarily unable to use the software in case of disaster the Licensee may use the software on another similar system at the same location(s) or a disaster recovery site designated by the Licensee for such time as the system is unable to be used.

DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.

Demo Version.

Even if the SOFTWARE PRODUCT is a demonstration version, it is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties.

Limitations on Reverse Engineering, Decompilation, and Disassembly. You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. This also applies to Demo versions.

Separation of Components.

The SOFTWARE PRODUCT is licensed as a single product. Its component parts may not be separated for use on more than one computer. This also applies to Demo versions.

Rental.

You may not rent, lease, or lend the SOFTWARE PRODUCT. This also applies to Demo versions

Software Transfer

You may not transfer the SOFTWARE to another organization. There are absolutely no exceptions.

Patent and copyright indemnity

Vendor shall indemnify and defend Licensee against any claims that the Software infringes any patent or copyright, provided that Vendor is given prompt written notice of such claim and is given information, reasonable assistance, and sole authority to defend or settle the claim. In the defense or settlement of the claim, Vendor shall, in its reasonable judgment and at its option and expense: (i) obtain for Licensee the right to continue using the Software; (ii) replace or modify the Software so that it becomes non infringing while giving equivalent performance; or (iii) if Vendor cannot obtain the remedies in (i) or (ii), as its sole obligation, terminate the license for the infringing Software, and upon receipt of the infringing Software, return the license fees paid by Licensee for such Software

Termination.

The license to use the SOFTWARE PRODUCT ends, if you pass your personal registration key to any other person whilst having the SOFTWARE PRODUCT installed. The license can be transferred to another individual within the organization that purchased the license but ONLY when the SOFTWARE PRODUCT is uninstalled from the original machine.

Without prejudice to any other rights, XLCubed Ltd may terminate this LICENSE AGREEMENT if you fail to comply with the terms and conditions of this LICENSE AGREEMENT. In such event, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts.

Upgrades.

If the SOFTWARE PRODUCT is labeled as an upgrade, you must be properly licensed to use a product identified by XLCubed Ltd as being eligible for the upgrade in order to use the SOFTWARE PRODUCT.

A SOFTWARE PRODUCT labeled as an upgrade replaces and/or supplements the product that formed the basis for your eligibility for the upgrade. You may use the resulting upgraded product only in accordance with the terms of this LICENSE AGREEMENT. If the SOFTWARE PRODUCT is an upgrade of a component of a package of software programs that you licensed as a single product, the SOFTWARE PRODUCT may be used and transferred only as part of that single product package and may not be separated for use on more than one computer.

Right To Audit.

On XLCubed Ltd's written request, you shall furnish XLCubed Ltd with a signed certification certifying that the Software Product is being used pursuant to the terms of this Agreement including any copy and user limitations. With prior reasonable notice, and not more than once in any 12 month period, XLCubed Ltd may audit the use and number of copies of the Software Product in use by you provided such audit is during regular business hours. You are responsible for such audit costs only in the event the audit reveals a material discrepancy or material breach on the part of yourself.

General Conditions

Force Majeure

Neither party shall be liable for delay, failure or interruption in performing its obligations under this Agreement, if the delay, failure or interruption results from Force Majeure. The party seeking the benefit of this Clause shall give notice to the other as soon as practicable after becoming aware of the Force Majeure and shall proceed with all reasonable dispatch after the cessation of the circumstances giving rise to the Force Majeure to resume performance under this Agreement.

Confidentiality

Vendor agrees to keep confidential any information relating to Licensee’s business that is made available to Vendor under the scope of this agreement.

Law

The agreement shall be governed by the laws of England

Disputes/arbitration

The parties shall undertake to attempt to solve any disputes arising under this Agreement through negotiations. If such negotiations do not reach a conclusion within (14) days after the date of written notification, either party may request arbitration.” If one of the parties is not registered in England, the dispute shall be settled in accordance with the ”Rules of Procedure of the London Court of International Arbitration in London”.

Payment Terms

Net 30 days of the date specified on the invoice

Maintenance and term of notice

Vendor reserves the right to discontinue Maintenance services if vendor generally discontinues such services to all Licensees of the applicable software. Notwithstanding the foregoing, vendor shall provide (24) months prior written notice to Licensee of its intent to terminate such services.