End-User License Agreement (“EULA”)

IMPORTANT - READ CAREFULLY

This End-User License Agreement ("Agreement") is a legal Agreement between you ("Licensee", as defined below) and Spreadsheet Auditor Pty Limited ("Spreadsheet Auditor") for the Spreadsheet Auditor software product that accompanies this Agreement, or that is subsequently provided to the Licensee pursuant to further order, including any associated media, printed materials and electronic documentation (collectively, the "Software", as defined below). By installing, copying, downloading, accessing or otherwise using the Software, Licensee agrees to be bound by the terms of this Agreement. If Licensee does not accept and agree to the terms and conditions of this Agreement, Spreadsheet Auditor is unwilling to license the Software contained herein to Licensee. In that case, do not install access or use the Software; rather, delete the Software from your computer or network in whatever form(s) it exists.

1. WARRANTY DISCLAIMER, BINDING AGREEMENT AND ADDITIONAL TERMS AND AGREEMENTS.

1.1 WARRANTY DISCLAIMER

THE SOFTWARE AND OTHER INFORMATION IS DELIVERED TO YOU “AS IS” AND WITH ALL FAULTS. SPREADSHEET AUDITOR, ITS SUPPLIERS AND CERTIFICATION AUTHORITIES DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE, CERTIFICATE AUTHORITY SERVICES OR OTHER THIRD PARTY OFFERINGS. EXCEPT TO THE EXTENT ANY WARRANTY, CONDITION, REPRESENTATION, OR TERM CANNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDICTION, SPREADSHEET AUDITOR AND ITS SUPPLIERS AND CERTIFICATION AUTHORITIES MAKE NO WARRANTIES CONDITIONS, REPRESENTATIONS, OR TERMS (EXPRESS OR IMPLIED WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE) AS TO ANY MATTER INCLUDING WITHOUT LIMITATION NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, INTEGRATION, SATISFACTORY QUALITY, OR FITNESS FOR ANY PARTICULAR PURPOSE. THE PROVISIONS OF SECTIONS 1.1 AND 9 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, HOWSOEVER CAUSED, BUT THIS SHALL NOT IMPLY OR CREATE ANY CONTINUED RIGHT TO USE THE SOFTWARE AFTER TERMINATION OF THIS AGREEMENT.

1.2 BINDING AGREEMENT

By using, copying or distributing all or any portion of the Spreadsheet Auditor Software, you accept all the terms and conditions of this Agreement, including, in particular, the provisions on:

-         Use (Section 3);

-         Transferability (Section 5);

-         Connectivity and Privacy (Section 7), including:

-         Warranty Disclaimer (Section 1.1), and;

-         Liability Limitations (Sections 9).

Upon acceptance, this Agreement is enforceable against you and any entity that obtained the Software and on whose behalf it is used. If you do not agree, do not Use the Software.

1.3 ADDITIONAL TERMS AND AGREEMENTS

Spreadsheet Auditor permits you to Use the Software only in accordance with the terms of this Agreement. Use of some third party materials included in the Software may be subject to other terms and conditions typically found in a separate license Agreement, in a “Read Me” file located near such materials or in the “Third Party Software Notices and/or Additional Terms and Conditions” found at https://www.spreadsheetauditor.com/terms-of-use. Such other terms and conditions will supersede all or portions of this Agreement in the event of a conflict with the terms and conditions of this Agreement.

2. DEFINITIONS

When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined:

“Compatible Computer” means a Computer that conforms to the system requirements of the Software as specified in the Documentation[A1] [A2] .

“Computer” means a virtual machine or physical personal electronic device that accepts information in digital or similar form and manipulates it for a specific result based on a sequence of instructions.

“Documentation” means all help related documents including the FAQ and download page found by following the navigational links at https://www.spreadsheetauditor.com. Documentation also includes the Help Documentation packaged with the Software product which can be found in the About section of the Software.

"Licensor" means Spreadsheet Auditor Pty Limited.

"Licensee" means You or Your Company, unless otherwise indicated.

“Personal Computer” or “PC” shall mean a hardware product which is designed and marketed with the primary purpose of operating a wide variety of productivity, entertainment, and other software applications provided by unrelated third party software vendors, which operates depending upon the use of a full function and full feature set computer operating system of the type(s) then in widespread use with hardware to operate general purpose laptop, desktop, server, and large format tablet microprocessor based computers. This definition of Personal Computer shall exclude hardware products that are designed and/or marketed to have as their primary purpose any number of the following: television, television receiver, portable media player, audio/video receiver, radio, audio headphone, audio speaker, personal digital assistant (“PDA”), telephone or similar telephony based device, game console, personal video recorder (“PVR”), player for digital versatile disc (“DVD”) or other optical media, video camera, still camera, camcorder, video editing and format conversion device, video image projection device, and shall further exclude any similar type of consumer, professional or industrial device.

"Software" means (a) all of the contents of the files, disk(s), CD-ROM(s) or other media with which this Agreement is provided, including but not limited to ((i) registration information, i.e. License key which is unique for a registration name of the Licensee; (ii) related explanatory written materials or files ("Documentation"); and (iii) Software setup files and code samples (if any); and (b) upgrades, modified versions, updates, additions, and copies of the Software, if any, licensed to you by Spreadsheet Auditor (collectively, "Updates").

"System" means any Microsoft Windows operating system, GNU/Linux, or Mac OS X, or any virtual machine."Use" or "Using" means to access, install, download, copy or otherwise benefit from using the functionality of the Software in accordance with the Documentation.

 3. SOFTWARE LICENSE

If you agree with the terms of this Agreement, including the restrictions in Section 4, Spreadsheet Auditor grants to you a non-transferable, non-exclusive license to Use the Software in the manner and for the purposes described in this Agreement for the duration of the subscription period and evaluation period.

Notwithstanding any other clause of this Agreement, this license (and any sub-licenses) may only be revoked by Spreadsheet Auditor in circumstances where the actions you undertake or any party acting on your directions undertakes, directly or indirectly causes a breach of Spreadsheet Auditor’s intellectual property rights that you are unable to remedy within a period of fourteen (14) days notice from Spreadsheet Auditor and in respect of which (if not so remedied) damages will be an inadequate remedy for Spreadsheet Auditor’s loss.

Except as expressly set for in this section 3, no other right or license of any kind is granted by Spreadsheet Auditor to you with respect to the Software, and all rights not expressly granted herein (including without limitation, development rights and distribution rights) are reserved by Spreadsheet Auditor.

3.1 Installation and General Use

You may install and Use one copy of the Software on one Compatible Computer for each license subscription. See Section 4 for important restrictions on the Use of the Software.

3.2 Server Use

This Agreement does not permit you to install or Use the Software on a computer file server.

3.3 Distribution

This license does not grant you the right to sublicense or distribute the Software.

3.4 Backup Copies

You may also make one backup copy of the Software as may be necessary for backup and archival purposes.

4. RESTRICTIONS AND OBLIGATIONS

4.1 Platform Restrictions

You will not Use the Spreadsheet Auditor Software on any non-PC device, any non-Compatible Computer or with any embedded or device version of any operating system. For the avoidance of doubt, and by example only, you may not Use Spreadsheet Auditor on any (a) mobile device, set top box (STB), handheld, phone, game console, TV, DVD player, media center (other than with Windows XP Media Center Edition and its successors), electronic billboard or other digital signage, Internet appliance, PDA, medical device, ATM, telematic device, gaming machine, home automation system, kiosk, remote control device, or any other consumer electronics device, (b) operator-based mobile, cable, satellite, or television system or (c) other closed system device. No right or license to Use any Spreadsheet Auditor is granted for such prohibited uses.

4.2 Plug-in Restrictions

You will not integrate or use the Spreadsheet Auditor Software with any plug-in software not developed by Spreadsheet Auditor.

4.3 Notices

You shall not alter or remove any copyright or other proprietary notice that appears on or in the Software.

4.4 No Modification or Reverse Engineering

You shall not, directly or indirectly, without the prior written consent of Spreadsheet Auditor, modify, adapt, translate, or create derivative works based upon the Software. You shall not reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software. If you are located in the European Union, please refer to the additional terms at the end of this Agreement under the header “European Union Provisions,” in Section 12.

5. TRANSFER

5.1 Paid Version

If you obtained a paid version of the Software, you may not rent, lease, sublicense, assign, or transfer your rights in the Software, or authorize all or any portion of the Software to be copied onto another user’s Computer except as may be expressly permitted by this Agreement. You may, however, transfer all your rights to Use the Software to another person or legal entity provided that: (a) you also transfer (i) this Agreement, and (ii) the Software and all other software or hardware bundled or pre-installed with the Software, including all copies, Updates, and prior versions, to such person or entity, (iii) your unique license key (see Documentation for how to transfer your license key) (b) you retain no copies, including backups and copies stored on a Computer, and (c) the receiving party accepts the terms and conditions of this Agreement and any other terms and conditions upon which you obtained a valid license to the Software. Notwithstanding the foregoing, you may not transfer education, pre-release, or not for resale copies of the Software.

5.2 Evaluation versions

Evaluation versions available for download from the Spreadsheet Auditor website may be freely distributed.

5.3 Inoperability of the Compatible Computer

If the Compatible Computer upon which the Software is installed becomes inoperable, you may, upon contemporaneous written notification to Spreadsheet Auditor, temporarily transfer the Software to a new Compatible Computer until the original Compatible Computer becomes operable. You must not replace or transfer the Software to a new Compatible Computer without the prior written consent of Spreadsheet Auditor.

6. Intellectual Property Ownership, Reservation of Rights

(a) The Software and any authorized copies that you make are the intellectual property of Spreadsheet Auditor and its suppliers. The structure, organization, and code of the Software are the valuable intellectually property (e.g. trade secrets and confidential information) of Spreadsheet Auditor and its suppliers. The Software is protected by law, including without limitation the copyright laws of Australia and other countries, and by international treaty provisions. Except as expressly stated herein, this Agreement does not grant you any intellectual property rights in the Software and all rights not expressly granted are reserved by Spreadsheet Auditor and its suppliers.

(b) Spreadsheet Auditor retains all rights, title and interest, including without limitation, all patent rights, copyrights, trademarks and trade secrets, in and to the Software, including without limitation, any copy or portion thereof, and any derivative work. You agree, at your cost and expense, to take any action reasonably requested by Spreadsheet Auditor to evidence, maintain, enforce or defend the foregoing rights, and agree not to take any action to jeopardize, limit or interfere in any manner with Spreadsheet Auditor’s ownership of, and rights with respect to, the Software and any derivative work.

(c) You assign to, and if applicable, waives in favour of, Spreadsheet Auditor (and shall cause its personnel, contractor and agents, as the case may be, to assign to and, if applicable, waive in favour of Spreadsheet Auditor), all rights (for the avoidance of doubt, waiver includes non-performance of moral rights), title and interest in and to (i) any modifications or improvements to the Software or derivative works that are made by or for you or its employees, agents or contractors (notwithstanding any prohibitions to the contrary in this Agreement; (ii) any invention or creation made by or for you or your employees, agents or contractors that is based upon or uses all or any portion of the Software and (iii) any report, feedback or other information concerning the Software provided by you to Spreadsheet Auditor. You shall reimburse to Spreadsheet Auditor all reasonably incurred direct costs of such transfer.

7. Connectivity and Privacy. You acknowledge and agree to the following:

7.1 Updating

If your Computer is connected to the Internet, the Software may, without additional notice, check for Updates that are available for automatic download and installation to your Computer and let Spreadsheet Auditor know the Software is successfully installed. Updates may be automatically downloaded but not installed without additional notice unless you change your preferences to accept automatic installation. Only non-personally identifying information is transmitted to Spreadsheet Auditor when this happens, except to the extent that IP Addresses may be considered personally identifiable in some jurisdictions. The use of such information, including your IP Address, as provided by the auto update process is governed by the Spreadsheet Auditor Privacy Policy.

7.2 Settings Manager

Spreadsheet Auditor may save certain user settings by storing them on your Computer as a local shared object. These settings do not contain personally identifiable information associated with you. They are associated with the instance of Spreadsheet Auditor or the third-party program using Spreadsheet Auditor on your Computer, allowing you to customize runtime features. The Spreadsheet Auditor Settings Manager permits you to modify such settings.

7.3 Usage Reporting

If your Computer is connected to the Internet, the Software may, without additional notice and on an intermittent or regular basis, send usage statistics to Spreadsheet Auditor. Only non-personally identifying information is transmitted to Spreadsheet Auditor when this happens., except to the extent that IP Addresses may be considered personally identifiable in some jurisdictions. The use of such information, including your IP Address, as provided by the Usage Reporting process is governed by the Spreadsheet Auditor Privacy Policy.

7A. MAINTENANCE AND SUPPORT

7A.1 Scope of maintenance and support

Spreadsheet Auditor shall, at its absolute discretion, provide maintenance and support for the Software. Where Spreadsheet Auditor provides maintenance and support, such maintenance and support shall only be for the current version of the Software.

7A.2 Limitations on maintenance and support

Spreadsheet Auditor shall not provide maintenance and support relating to problems arising out of: (i) changes to the operating system or environment which adversely affects the Software; (ii) any alterations of or additions to the Software performed by the parties other than Spreadsheet Auditor or at the direction of Spreadsheet Auditor; (iii) use of the Software in a manner for which it was not designed; (iv) accident, negligence or misuse of the Software; (v) operation outside of the environment or equipment for which the Software was designed and licensed; (vi) interconnection of the Software with other software not supported by Spreadsheet Auditor; (vii) modification of the database structure designed to be used by the Software; or (viii) introduction or extraction of data into, or from, any Spreadsheet Auditor software database, by any means other than the use of Spreadsheet Auditor application program interfaces.

8. Digital Certificates. You acknowledge and agree to the following:

8.1 Use

Spreadsheet Auditor uses digital certificates to help you identify the publisher of Spreadsheet Auditor applications.

8.2 Terms and Conditions

Purchase, use and reliance upon digital certificates are the responsibility of you and a Certification Authority. Before you rely upon any certified document, digital signature, or Certification Authority services, you should review the applicable terms and conditions under which the relevant Certification Authority provides services.

8.3 Acknowledgement

You agree that (a) a digital certificate may have been revoked prior to the time of verification, making the digital signature or certificate appear valid when in fact it is not, (b) the security or integrity of a digital certificate may be compromised due to an act or omission by the signer of the document, the applicable Certification Authority, or any other third party, and (c) a certificate may be a self-signed certificate not provided by a Certification Authority. YOU ARE SOLELY RESPONSIBLE FOR DECIDING WHETHER OR NOT TO RELY ON A CERTIFICATE. UNLESS A SEPARATE WRITTEN WARRANTY IS PROVIDED TO YOU BY A CERTIFICATION AUTHORITY, YOU USE DIGITAL CERTIFICATES AT YOUR SOLE RISK.

8.4 Third Party Beneficiaries

You agree that any Certification Authority you rely upon is a third party beneficiary of this Agreement and shall have the right to enforce this Agreement in its own name as if it were Spreadsheet Auditor.

8.5 Indemnity

You agree to hold Spreadsheet Auditor and any applicable Certification Authority (except as expressly provided in its terms and conditions) harmless from any and all liabilities, losses, actions, damages, or claims (including all reasonable expenses, costs, and attorneys fees) arising out of or relating to any use of, or reliance on, by you or any third party that receives a document from you with a digital certificate, any service of such authority, including, without limitation (a) reliance on an expired or revoked certificate, (b) improper verification of a certificate, (c) use of a certificate other than as permitted by any applicable terms and conditions, this Agreement, or applicable law; (d) failure to exercise reasonable judgment under the circumstances in relying on issuer services or certificates, or (e) failure to perform any of the obligations as required in the terms and conditions related to the services.

9. Limitation of Liability

IN NO EVENT WILL SPREADSHEET AUDITOR, ITS SUPPLIERS, OR CERTIFICATION AUTHORITIES BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL DAMAGES, OR ANY LOST PROFITS OR LOST SAVINGS, EVEN IF SPREADSHEET AUDITOR REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, OR CLAIMS. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW IN YOUR JURISDICTION. SPREADSHEET AUDITOR’S AGGREGATE LIABILITY AND THAT OF ITS SUPPLIERS AND CERTIFICATION AUTHORITIES UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE, IF ANY. Spreadsheet Auditor is acting on behalf of its suppliers and Certification Authorities for the purpose of disclaiming, excluding, and/or limiting obligations, warranties, and liability as provided in this Agreement, but in no other respects and for no other purpose.

10. Governing Law

This Agreement will be governed by the law in force in the State of New South Wales, Australia, and the parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales and Australia and courts of appeal from them for determining any dispute concerning the Terms of Use.

11. General Provisions

(a) If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms.

(b) This Agreement shall not prejudice the statutory rights of any party dealing as a consumer.

(c) This Agreement may only be modified by a writing signed by an authorized officer of Spreadsheet Auditor.

(d) Updates may be licensed to you by Spreadsheet Auditor with additional or different terms.

(e) This Agreement may not be assigned, in whole or part, whether voluntarily, by operation of law or otherwise, by you without the prior written consent of Spreadsheet Auditor.  Subject to the preceding sentence, the rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective assignees and successors, and is binding on the parties and their successors and assigns.  Any attempted assignment other than in accordance with this section 11(e) shall be null and void.  For the avoidance of doubt, any change in the ownership or effective management or control of you will be deemed to be an assignment for the purposes of this section 11(e).

(f) Nothing contained in this Agreement shall be deemed or construed as creating a joint venture, partnership, agency, employment or fiduciary relationship between the parties.  Neither party has any authority of any kind to bind the other party in any respect whatsoever, and the relationship of the parties is, and at all times shall continue to be, that of independent contractors.

(g) Neither party shall be liable for the failure to perform its obligations under this Agreement due to events beyond such party's reasonable control including, but not limited to, strikes, riots, civil disorder, wars (declared or undeclared), terrorism, fire, perils of sea or air, flood, drought, explosion, sabotage, accident, embargo, acts of God, acts of Federal, State or local government.  Time of performance of either party’s obligations hereunder shall be extended by the time period reasonably necessary to overcome the effects of such occurrences, provided, however, that if such circumstances continue beyond thirty (30) days, the party awaiting performance may cancel this Agreement.

(h) Any notice, request, demand or other communication required or permitted hereunder shall be in writing, shall reference this Agreement and shall be deemed to be properly given: (i) when delivered personally; (ii) when sent by email, with written confirmation of receipt; (iii) seven (7) days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) two (2) business days after deposit with a private industry express courier, with written confirmation of receipt (“Notices”).  All Notices shall be sent via email to This email address is being protected from spambots. You need JavaScript enabled to view it. (or to such other address as may be designated by a party by giving Notice to the other party pursuant to this Section 11(h)).

(i) Each party and its agents, subsidiaries and affiliates shall, and shall cause their respective employees to, comply at their own expense with all applicable local, national, regional and international laws, ordinances, regulations, codes, standards, directives and international conventions and agreements to the extent that any of the foregoing have the force of law by being directly enforceable by a governmental authority, a court or other proper tribunal, (collectively “Laws”) as it relates to Supplier’ provision of the Software (in the case of Spreadsheet Auditor) and your use of the Software, including, but not limited to, the functionality of the Software as created by Spreadsheet Auditor, (in the case of you), including, but not limited to (a) records keeping laws, conventions and/or directives of each country in which such Licensed Software and/or functionality are used and/or distributed; (b) laws and regulations of regulatory and governmental agents; and (c) data privacy laws, or any similar laws, including, but not limited to laws prohibiting the use, disclosure and transfer of personally identifiable information of third parties without such third parties knowledge and/or consent.

(j) This is the entire Agreement between Spreadsheet Auditor and you relating to the Software and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software.

12. TERMINATION

Without prejudice to any other rights, Spreadsheet Auditor may terminate this EULA if you fail to comply with the terms and conditions of this EULA. In such event, you must destroy all copies of the Software.