END-USER LICENSE AGREEMENT FOR xlCompare
This End-User License Agreement applies from March 15, 2023
IMPORTANT – READ CAREFULLY
This Spreadsheet Tools End-User License Agreement ('EULA') is a legal agreement between you (either an individual, a firm or a single entity) and Spreadsheet Tools for the xlCompare software product identified above, which includes computer software and may include associated media, printed materials, and 'online' or electronic documentation ('SOFTWARE PRODUCT'). The SOFTWARE PRODUCT also includes any updates and supplements to the original SOFTWARE PRODUCT provided to you by Spreadsheet Tools. Any software provided along with the SOFTWARE PRODUCT that is associated with a separate end-user license agreement is licensed to you under the terms of that license agreement. By installing, copying, downloading, accessing, or otherwise using the SOFTWARE PRODUCT, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install or use the SOFTWARE PRODUCT.
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.
If, and only if, you have been provided by Spreadsheet Tools with a license for the purpose of evaluating xlCompare ('Evaluation License'), this EULA grants you the following rights in respect of that Evaluation License:
You may install, use, access, display, run, or otherwise interact with ('RUN') copies of the SOFTWARE PRODUCT on an unlimited number of computers, workstations, terminals, handheld PCs, pagers, smart phones, or other digital electronic devices ('COMPUTER') solely for the purpose of determining whether the SOFTWARE PRODUCT meets your requirements. You may evaluate the SOFTWARE PRODUCT for a Trial Period of up to 15 days. When the Trial Period is complete, you must either discontinue your use of the SOFTWARE PRODUCT or acquire a full (non-evaluation) license for the SOFTWARE PRODUCT. You shall on any request from Spreadsheet Tools certify, in writing to Spreadsheet Tools, the number of copies of the SOFTWARE PRODUCT that you have made and/or are in your possession or control.
You may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, used only to RUN the SOFTWARE PRODUCT on your other COMPUTERS over an internal network.
You may (a) give exact copies of the current evaluation version of the SOFTWARE PRODUCT to any other person, firm or single entity, except for the purpose of extending their 15 day evaluation period; (b) distribute exact copies of the current evaluation version of the SOFTWARE PRODUCT through electronic channels; and (c) make as many exact copies of the current evaluation version of the SOFTWARE PRODUCT for the purposes of such personal or electronic distribution. You may not charge, or request donations, for any such distribution. Spreadsheet Tools may in its absolute discretion revoke these distribution rights at any time for any reason whatsoever.
Reservation of Rights
All rights not expressly granted are reserved by Spreadsheet Tools.
NON-EVALUATION ('FULL') USE
If, and only if, you have acquired from Spreadsheet Tools a full non-evaluation license for the SOFTWARE PRODUCT ('FULL LICENSE'), this EULA grants you the following rights in respect of that license:
You may install, use, access, display, run, or otherwise interact with ('RUN') one copy of the SOFTWARE PRODUCT, or any prior version for the same operating system, on a single computer, workstation, terminal, handheld PC, pager, smart phone, or other digital electronic device ('COMPUTER').
You may also store or install a copy of the SOFTWARE PRODUCT on a storage device, such as a network server, used only to 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 RUN from the storage device. A license for the SOFTWARE PRODUCT may not be shared or used concurrently on different COMPUTERS.
If this package is a Spreadsheet Tools License Pack, you may RUN additional copies of the computer software portion of the SOFTWARE PRODUCT up to the number of copies specified above as 'Licensed Copies'. You are also entitled to make a corresponding number of secondary copies for the second computer use as specified above.
Reservation of Rights
All rights not expressly granted are reserved by Spreadsheet Tools.
DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS
Not for Resale Software
If the SOFTWARE PRODUCT is labelled 'Not For Resale' or 'NFR', then, notwithstanding other sections of this EULA, your use of the SOFTWARE PRODUCT is limited to use for demonstration, test, or evaluation purposes and you may not resell, or otherwise transfer for value, the SOFTWARE PRODUCT.
Limitations on Reverse Engineering, Decompilation, and Disassembly
You may not reverse engineer, decompile, or disassemble the SOFTWARE PRODUCT, except that you may decompile the SOFTWARE PRODUCT only to the extent permissible by law where this is indispensable to obtain the information necessary to achieve the interoperability of an independently created program with the SOFTWARE PRODUCT or with another program and such information is not readily available from Spreadsheet Tools or elsewhere.
Limitations on Use
Except as permitted by this EULA, you may not nor permit others to use, copy or transfer the SOFTWARE PRODUCT; distribute, rent, loan, lease, sub-license or otherwise deal in the SOFTWARE PRODUCT; alter, adapt, merge, modify or translate the SOFTWARE PRODUCT in any way for any purpose, including, without limitation, for error correction; remove, change or obscure any product identification or notices of proprietary rights and restrictions on or in the SOFTWARE PRODUCT.
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 EULA does not grant you any rights in connection with any trademarks or service marks of Spreadsheet Tools.
Spreadsheet Tools may provide you with support services related to the SOFTWARE PRODUCT ('Support Services'). Use of Support Services is governed by the Spreadsheet Tools policies and programs described in the user manual, in online documentation, and/or in other Spreadsheet Tools-provided materials. Any supplemental software code provided to you as part of the Support Services shall be considered part of the SOFTWARE PRODUCT and subject to the terms and conditions of this EULA. With respect to technical information, you provide to Spreadsheet Tools as part of the Support Services, Spreadsheet Tools may use such information for its business purposes, including for product support and development. Spreadsheet Tools will not utilize such technical information in a form that personally identifies you.
The initial licensee of the SOFTWARE PRODUCT may make a one-time permanent transfer of this EULA and SOFTWARE PRODUCT only directly to an end user. This transfer must include all of the SOFTWARE PRODUCT (including all component parts, the media and printed materials, any upgrades, this EULA, and, if applicable, the Certificate of Authenticity). Such transfer may not be by way of consignment or any other indirect transfer. The transferee of such one-time transfer must agree to comply with the terms of this EULA, including the obligation not to further transfer this EULA and SOFTWARE PRODUCT.
Your license is effective upon your acceptance of this EULA and installing the SOFTWARE PRODUCT. You may terminate this EULA at any time by destroying the SOFTWARE PRODUCT together with all copies. Spreadsheet Tools may terminate this EULA if you fail to comply with the terms of this EULA or if you become bankrupt, go into liquidation, suffer or make any winding up petition, make an arrangement with your creditors, have an administrator, administrative receiver or receiver appointment or suffer or file any similar action in consequence of debt. Upon termination, for any reason whatsoever, you must destroy all copies of the SOFTWARE PRODUCT and all of its component parts in any form in your possession or under your control. If this EULA has been granted for EVALUATION USE, unless terminated earlier under the terms of this EULA this EULA will be for a trial period of 15 days commencing from the installation of the SOFTWARE PRODUCT. Thereafter, the SOFTWARE PRODUCT shall cease to RUN due to time limited cut-out software incorporated into the SOFTWARE PRODUCT. Please see the Spreadsheet Tools web site (www.SpreadsheetTools.com) if you wish to purchase licenses to use the SOFTWARE PRODUCT for non-evaluation purposes.
All title and copyrights in and to the SOFTWARE PRODUCT (including but not limited to any images, photographs, animations, video, audio, music, text, and applets incorporated into the SOFTWARE PRODUCT), the accompanying printed materials, and any copies of the SOFTWARE PRODUCT are owned by Spreadsheet Tools or its suppliers. All title and intellectual property rights in and to the content that may be accessed through use of the SOFTWARE PRODUCT is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This EULA grants you no rights to use such content. If this SOFTWARE PRODUCT contains documentation that is provided only in electronic form, you may print one copy of such electronic documentation. You may not copy the printed materials accompanying the SOFTWARE PRODUCT.
THIRD PARTY CODE
The SOFTWARE PRODUCT doesn't include code and libraries licensed to us by third parties, including open source software.
You may create one or more copies of the SOFTWARE PRODUCT solely for backup or archival purposes. Except as expressly provided in this EULA, you may not otherwise make copies of the SOFTWARE PRODUCT.
Spreadsheet Tools may, from time to time, revise or update the SOFTWARE PRODUCT. In so doing, SPREADSHEET TOOLS incurs no obligation to furnish such revision or updates to you.
Updates may modify or delete certain features and/or functionality of the SOFTWARE PRODUCT. You agree that we have no obligation to provide or continue to provide you with any Updates or enable any particular features and/or functionality.
You further agree that all Updates are deemed to constitute an integral part of the SOFTWARE PRODUCT and are subject to the terms and conditions of this EULA.
We reserve the right to modify, suspend, or discontinue, temporarily or permanently, the SOFTWARE PRODUCT or any service to which it connects, with or without notice and without liability to you.
DISCLAIMER OF DAMAGES
You assume responsibility for, among other things, (i) the selection of the SOFTWARE PRODUCT to achieve your intended results, (ii) the acquisition of other software (including any programming or operating system software) and/or equipment compatible with the SOFTWARE PRODUCT, and (iii) the installation, use and results obtained from the SOFTWARE PRODUCT.
LIMITED WARRANTY FOR FULL (NON-EVALUATION) LICENSES ACQUIRED IN THE U.S. AND CANADA
If, and only if, this EULA has been entered into in relation to a FULL LICENSE for the SOFTWARE PRODUCT Spreadsheet Tools warrants that (a) the SOFTWARE PRODUCT will perform substantially in accordance with the accompanying written materials for a period of ninety (90) days from the date of receipt, and (b) any Support Services provided by Spreadsheet Tools shall be substantially as described in applicable written materials provided to you by Spreadsheet Tools, and Spreadsheet Tools support engineers will make commercially reasonable efforts to solve any problem issues. Some states and jurisdictions do not allow limitations on duration of an implied warranty, so the above limitation may not apply to you. To the extent allowed by applicable law, implied warranties on the SOFTWARE PRODUCT, if any, are limited to ninety (90) days.
STATEMENT FOR EVALUATION LICENSES
If this EULA has been entered into in relation to an Evaluation License for the SOFTWARE PRODUCT THE SOFTWARE PRODUCT IS PROVIDED FOR THE EXCLUSIVE PURPOSE OF EVALUATION BY YOU AND IS SUPPLIED 'AS IS' AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPREADSHEET TOOLS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
CUSTOMER REMEDIES FOR FULL (NON-EVALUATION) LICENSES
Spreadsheet Tools' and its suppliers' entire liability and your exclusive remedy shall be, at Spreadsheet Tools' option, either (a) return of the price paid, if any, or (b) repair or replacement of the SOFTWARE PRODUCT that does not meet Spreadsheet Tools' Limited Warranty, and which is returned to Spreadsheet Tools with a copy of your receipt. This Limited Warranty is void if failure of the SOFTWARE PRODUCT has resulted from accident, abuse, or misapplication. Any replacement SOFTWARE PRODUCT will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer. Outside the United States, neither these remedies nor any product support services offered by Spreadsheet Tools are available without proof of purchase from an authorized international source.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SPREADSHEET TOOLS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY MIGHT GIVE YOU SPECIFIC LEGAL RIGHTS. YOU MIGHT HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
LIMITATION OF LIABILITY
Notwithstanding any damages that you might incur, the entire maximum liability of us and any of our resellers under any provision of this EULA and your exclusive remedy for all the foregoing shall be limited to the amount actually paid by you for the SOFTWARE PRODUCT.
To the maximum extent permitted by applicable law, in no event shall we or our resellers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, for loss of data or other information, for business interruption, for personal injury, for loss of privacy arising out of or in any way related to the use of or inability to use the SOFTWARE PRODUCT, third-party software and/or third-party hardware used with the SOFTWARE PRODUCT, or otherwise in connection with any provision of this EULA), even if we or any reseller has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Because some US states do not allow the exclusion and/or limitation of liability for consequential and/or incidental damages, in such US states, our liability is limited to the maximum extent permitted by law. The limitations of damages set forth above are fundamental elements of the basis of the bargain between us and you.
You agree to indemnify and hold harmless us, our employees, and our contractors from all demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature including, without limitation, reasonable attorneys' fees, in connection with or because of your violation of this EULA or any law or regulation.
We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will assist and cooperate with us in asserting any available remedies. You agree not to resolve any matter without our prior written consent. We will use reasonable efforts to notify you of any such request, action, or proceeding as soon as we become aware of it.
You hereby forever discharge and release us, our employees, and our contractors from, and hereby waive and relinquish, each past, present and future dispute, claim, controversy, demand, right, obligation, liability, action, and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, and/or that relates directly or indirectly to the SOFTWARE PRODUCT or any error, omission, interruption, deletion, defect, delay in operation and/or transmission, communications line failure, theft and/or destruction and/or unauthorized access.
If you are a California resident, you hereby waive California civil code section 1542 in connection with the foregoing, which states: "a general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her, must have materially affected his or her settlement with the debtor".
We may identify you as a Spreadsheet Tools customer in our promotional materials. We will promptly stop doing so upon your request sent to support@SpreadsheetTools.com.
If any part of this EULA is held by a court or competent jurisdiction to be unenforceable the validity of the remainder of this EULA will not be affected. All disputes are resolved in the Arbitration, that is held at International Court of Arbitration.
If any provision of this EULA is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except for payment obligations, neither we nor you will be liable by reason of any failure or delay in the performance of obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, shortages, riots, pandemics, fires, acts of God, war, strikes, terrorism, and governmental action.
CHANGES OF AGREEMENT
We may make changes to this EULA and/or our other policies, operating rules, and/or procedures at any time, in our sole and absolute discretion. It is our policy to post any changes we make to our EULA on our website. The date of the latest revision is identified at the beginning of this EULA.
If we make material changes to this EULA, we may also notify you by email through the email address specified in your order.
You are responsible for ensuring we have your up-to-date active and deliverable email address and for periodically visiting our website and reviewing this EULA to check for any changes.
If you do not agree with the changes and/or modifications, you shall not use the SOFTWARE PRODUCT after the effective date of the changes. The then-current version of EULA will supersede all earlier versions. You agree that your continued use of the SOFTWARE PRODUCT after such changes have been published will constitute your acceptance of such revised EULA, policies, operating rules, and/or procedures (as applicable).
Any changes to our policies, operating rules, and/or procedures shall be incorporated by reference herein.
If you have any questions about this EULA, please contact us at support@SpreadsheetTools.com.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND SPREADSHEET TOOLS WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN YOU AND SPREADSHEET TOOLS OR SPREADSHEET TOOLS' AGENT(S) RELATING TO THE SOFTWARE PRODUCT.