Efecte Tools for Excel End User License Agreement

June 2016

By downloading, accessing, installing, running or using Softico Software (“Software”) you agree (i) that this EULA is a legally binding and valid agreement, (ii) to abide by the terms and conditions of this EULA, and (iii) to take all necessary steps to ensure that the terms and conditions of this EULA are not violated by any person or entity under your control or in your service. If you are using the Software on behalf of an organization, you are agreeing to the terms and conditions of this EULA for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” also refers to that organization. If you do not agree to the terms of this EULA, do not download, access, install, run or use the Software. This EULA contains disclaimers of warranties and limitations of liability and exclusive remedies. The provisions below form the essential basis of our agreement.

This EULA is a legal agreement between you and Softico Ltd, including any affiliates and contractors acting on our behalf (collectively “Softico”, “us”, “we”, or “our”) regarding your use of the Software. Unless you have a separate written agreement with Softico regarding the Software, then your use of the Software is governed by this EULA. We reserve all rights not expressly granted to you in this EULA. From time to time we may, in our sole discretion, update or modify this EULA. The most recent version of this EULA is located at http://www.efecteexceltools.com/tools/eula.

If you have purchased the Software from Softico or an authorized reseller of Softico and agree to this EULA, you are granted a limited, worldwide, royalty-free, non-assignable, non-sublicenseable, non-transferable and non-exclusive license to use the Software. You may only download and install the Software on one (1) computing device. Users of Softico Software that have multiple computing devices (e.g., stand-alone computer, lap-top, tablet and mini/portable pc), may download and install the Software on up to three (3) systems, however the Software can only be used by you on one (1) system at a time (i.e., the Software may not be shared or used concurrently on different computing devices). If you have purchased multiple-user licenses for the Software, at any time you may have as many copies of the Software in use up to the number of multiple-user licenses you have purchased.

If you install the Software on a hardware partition, blade, or terminal server (“virtualization environment”) to run, use or access the Software by means of your organization’s computing devices directly connected to your organization’s internal network or your organization’s virtual private network, use of the Software by your employees (and your organization’s subcontractors contractually authorized to act on your behalf) via such virtualization environment is permitted only up to the maximum number of site licenses purchased by your organization. For the avoidance of doubt, you must acquire and dedicate one (1) license for each computing device using, running, or accessing the Software from virtualization environment and for each computing device on which the Software is installed, run, used or accessed from.

License to use the Software. The Software is licensed to you, not sold to you. You must lawfully acquire the Software from us or our authorized resellers otherwise you don’t have a right to use the Software. You may only purchase and/or download the Software from our (or our authorized reseller’s) website.

You agree to maintain records, systems and/or procedures that accurately record of the number of copies of the Software that have been acquired, installed and in use on your computing devices and will keep the records for two (2) years from the date your license to use the Software ends. We may conduct an audit (remotely or at your facility) of records and systems from your business, to verify that your installation of the Software conforms with a valid license from us or our authorized resellers. If the audit results find that your use does not conform to a valid license, then you will immediately obtain a valid license or true-up your licenses for the Software.

Your responsibilities while using the Software. With regard to your use of the Software under this EULA, you have certain responsibilities. You may not sell, rent, lease, resell, or loan any version of the Software (including an evaluation version of the Software). You may not reverse engineer, reengineer, decompile, disassemble, translate, reconstruct, transform, or extract the Software or any portion of the Software. You may not wrap the Software or any Software executable (e.g., .exe, .msi, .iso or .dmg or similar executable now known or later developed) with any third party Software add-on or offer except pursuant to a separate express, written, fully-executed agreement with Softico. While we own our Software, you own and are responsible for the content (“content”) that you create, or have created for you, resulting from the use of our Software (including any add-ons or plug-ins to our Software that you create, or have created for you). You agree that, in connection with your use of the Software, you are responsible for the direct and/or indirect consequences of any of the content you create. You are responsible for independently verifying the accuracy and completeness of your content you create and/or modify using our Software. You may not modify or create derivative works based upon the Software. You represent and warrant to us that you will comply with all applicable laws and regulations impacting your use of the Software including data protection and privacy laws. You agree that you will not use the Software in a way that is unlawful or that violates the rights of a third party. If we get sued or a claim is brought against us by a third party due to (i) your actions, (ii) your failure to act when required, or (iii) your content, then you agree to defend, indemnify and hold Softico harmless.

You may receive updates, bug fixes, feature enhancements or improvements, or other data relating to the Software (collectively “updates”) downloaded to your computing device with a notice describing what is included in the update and the purpose of the update. You will have to choose either to install the update on your computing device or opt-out and not install the update. If you do not install the updates the Software may not perform properly.

Our intellectual property rights. The Software is protected by Finnish intellectual property laws and international intellectual property laws and treaty provisions. Therefore, you may not distribute the Software without our permission. You agree that Softico, the Softico logos, and other Softico trademarks, service marks, and graphics are trademarks of Softico Ltd (“marks”). You are not granted a right to use marks without the owner’s permission. You will not remove, obscure or alter any proprietary notices affixed to or contained within the Software. You understand and agree that we have the right to stop selling, distributing, servicing or updating the Software (any part of it), and services or offerings at any time.

Usage auditing and piracy. We may audit your Software usage for anti-piracy purposes, to verify a valid registration, and identify if new updates are available for your computing device prior to sending you a notice to install a new Software update, and to assess your use of the Software. You consent to the Software sending usage data (e.g., the number of instances the Software is launched, the device ip address, and/or the version of the Software), for registration, authentication, use and anti-piracy auditing and enforcement purposes.

Limited and restricted warranty. The Software when properly installed and under normal use will substantially conform to the features and functionality as set forth in the documentation accompanying the Software, however, the Software may contain normal bugs and errors. Therefore, the Software is provided on an “as is” basis with the understanding that bug fixes and updates will be provided from time to time. This warranty is valid only for the original purchaser of the Software.

You assume all responsibilities for choosing, installing, and using the Software. To the maximum extent permitted by applicable law, Softico disclaims all other warranties, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose and non-infringement with respect to the Software and the accompanying written materials.

Some states or countries do not allow the warranty exclusion or limitations; the above limitation may not apply to you. In such instances and as long as you obtained the Software from Softico, or a Softico authorized reseller, Softico may remedy substantial defects of the Software at its reasonable discretion by (i) providing a patch, update or replacement of the Software, or (ii) asking for return of the Software and cancelling this EULA. You are entitled to a reduction of the purchase price or a rescission of this EULA only if Softico has repeatedly failed to remedy the defect after a reasonable period of time. Your claims under this clause are time-barred in twelve (12) months. If you alter the Software in any way without being authorized by Softico, Softico will not remedy defects caused by such alteration and you are liable for any damages incurred by Softico due to your unauthorized alteration of the Software. If you install pre-release or beta version products marked as such, you do so at your own risk. Pre-release and beta version products are to be used only for test purposes in testing environments and must not be used for production purposes. To make a warranty claim you must provide a detailed error description to Softico customer service ([email protected]).

No liability for open source or third party materials. The Software may contain “open source” materials (e.g., any Software subject to open source, copyleft, gnu general public license, library general public license, lesser general public license, mozilla license, berkeley Software distribution license, open source initiative license, mit, apache or public domain licenses, or similar license). Softico makes no warranties, and shall have no liability, direct or indirect, whatsoever with respect to open source materials contained in the Software.

Encryption technology contained in Softico products. You agree that Softico cannot guarantee that the encryption technology contained in the Software is completely secure from decoding by third parties. Accordingly, Softico will not be responsible for any losses whatsoever resulting from third party decoding of, or access to, your files.

Indirect and consequential damages. No liability for indirect or consequential damages. You assume the entire cost of any damage resulting from the information modified, contained in or compiled by the Software. To the maximum extent permitted by applicable law, in no event will Softico or its suppliers or licensors be liable for any damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the use or inability to use the Software, even if such party has been advised of the possibility of such damages. In no event will Softico’s total liability to you for all damages in any one or more cause of action exceed the amount paid by you for the Software. This limitation will apply regardless of the failure of the essential purpose of any limited remedy.

Some states or countries do not allow the exclusion or limitation of liability for consequential or incidental damages; the above limitation may not apply to you. In such instances and as long as you obtained the Software from Softico, or a Softico authorized reseller, Softico may be liable to you (i) without limitation for damages you have incurred under or in connection with this EULA only if the damage has been caused by the willful or grossly negligent act of Softico; and (ii) for those typical damages that were reasonably foreseeable and which have been caused by any other negligent breach of an essential contractual duty by this. Any further liability of Softico is excluded. These aforementioned limitations apply irrespective of their legal basis, in particular with regard to any pre-contractual or auxiliary contractual claims.

General. Any dispute between you and Softico regarding this EULA will be subject to the exclusive venue of the courts in Finland. This EULA specifically excludes the United Nations convention on contracts for the international sale of goods and any legislation implementing such ‘convention’, if otherwise applicable. Except as expressly set forth herein to the extent permitted by applicable law, this EULA shall not prejudice the non-excludable, statutory rights of any party dealing as a consumer. This EULA is the entire agreement between you and Softico and supersedes any other communications or advertisements with respect to the Software and documentation. The Software, or any feature or part thereof, may not be available in all languages or in all countries. If Softico has provided you with a translation of the English language version of this EULA, you agree that such translation is provided for your convenience only and that the English language version, not the translation, of this EULA will be legally binding on you. The English language version of this EULA and not its translation(s) will govern in the event of a conflict between the English language version and a translation.

If and to the extent any provision of this EULA is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable but only to the extent of its illegality, invalidity, or unenforceability and shall be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. No term or provision in this EULA will be considered waived, and no breach excused, unless such waiver is in writing signed on behalf of the party against whom the waiver is asserted. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach. No modifications or amendments to this EULA will be binding upon Softico unless made in writing and duly executed by you and an authorized representative of Softico.

Some Software versions may not be compatible with various computer operating systems and Softico may not release updates. The Software may not be compatible with computer operating systems that you may purchase now or in the future.

You understand that the Software may be incorporated into, and may incorporate itself into, Software and other technology owned and controlled by third parties. This EULA remains effective with such incorporation. Any and all other third party Software or technology that may be distributed together with the Software may be subject to you explicitly accepting a license agreement with that third party and your use of that Software constitutes acceptance of such terms. Softico licensors shall be direct and intended third party beneficiaries of this EULA.​