End-User License Agreement (EULA) for the Use of the Software

Last update: June 28, 2020

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE YOU DOWNLOAD AND USE THE SOFTWARE.

This End-User License Agreement (“Agreement”) is a legal agreement between you (an individual, company, or any other entity) and WavePoint Company Limited (“WavePoint Co. Ltd.”, “we”) for the use of our software products under the XLTools brand name, related information and services (“Software”).

If you represent the interests of an organization or company, then, by accepting the Terms on behalf of the company, you assure and guarantee that you have all the authority to enter into agreements, and all references to you will indicate the organization or company which you represent.

By downloading, installing, or otherwise accessing or using the Software, you confirm that you have read, understood, and agree to be bound by this Agreement.

If you do not accept the terms and conditions of this Agreement, do not download or use the Software.

1. Grant of license for the use of XLTools Add-in for Microsoft Excel, version for Windows (desktop toolkits)

The Software available for download on the websitehttps://xltools.net/is licensed to you, not sold. WavePoint Co. Ltd. grants you a non-exclusive, limited, non-sublicensable, revocable license to use the Software in accordance with the terms and conditions of this Agreement.

You may use the Software for its intended purpose, by means of the provided interface (in object code format), for lawful purposes only.

You may only install and use the Software on devices you own or control.

You may install and use one copy of the Software on one computer for a single user. If you have a license for Terminal Server, you may install and use one copy of the Software on one terminal server for all users on this terminal server.

Free trial license

The right to use the Software free of charge is provided solely for evaluation purposes for a trial period of 14 days from installation, or for another period at our discretion (“Trial License”).

The right to use the Trial License is provided to you when you install the Software for the first time or when you activate your Trial License key.

After the Trial License expires this Agreement will be terminated. To continue using the Software, you may purchase a Lifetime License. Otherwise you must cease all use and destroy all Software copies available to you.

Lifetime license

The right to use the Software for personal use or in the business processes of a company is subject to license fees and is provided for an unlimited period of time, but no longer than the period of validity of this Agreement (“Lifetime License”).

The amount of the license fees and payment procedure are specified on the websitehttps://xltools.net/.

The right to use the Lifetime License is provided to you when you activate your Lifetime License key.

Within 30-days from payment, you can return the Software for any reason and receive a refund in the amount of license fee paid for this Software. Upon Software return, your license key will be disabled, and this Agreement will be terminated.

License transfer

You may transfer your Lifetime License to another computer, provided that you cease all use and uninstall the Software from the previous computer.

You may transfer your Lifetime License to another person, provided that you transfer to that person all of the Software and documentation, including this Agreement. Immediately after the transfer, you have no right to use the Software and you must cease all use and transfer or destroy all Software copies available to you.

Updates

To improve your user experience of the Software, we may from time to time provide Software updates, including patches, bug fixes, upgrades and other modifications (“Updates”). Updates are reflected in Software version numbers, e.g. versions 5.1.1, 5.1.2, 5.2.0, 6.0.1, etc.

For one year from your Lifetime License fee payment, you may use Updates to the latest Software version free of charge. Beyond one year the use of Updates is subject to license fees (“License Upgrade”). The amount of license fees for the License Upgrade and payment procedure are specified on the websitehttps://xltools.net/.

Updates can be installed in different ways. The Software will automatically search for and suggest to install Updates. You may refuse to download and use Updates, and you acknowledge and agree that in this case you will not be able to use new and improved functionality of the Software.

All Updates constitute an integral part of the Software and a single license, subject to the terms and conditions of this Agreement.

2. Grant of license for the use of XLTools.net apps for Office (online apps)

The Software available for download through Microsoft AppSource is licensed to you, not sold. WavePoint Co. Ltd. grants you a non-exclusive, limited, non-transferable, non-sublicensable, revocable license to use the Software in accordance with the terms and conditions of this Agreement.

You may use the Software for its intended purpose, by means of the provided interface (in object code format) for personal use or in the business processes of a company, for lawful purposes only.

You may only install and use the Software on devices you own or control.

You may install and use the Software on devices that are affiliated with the Microsoft account that you use to access the AppSource or Office products. The use of the Software may be subject to license fees. You can download, delete, and manage subscriptions to the Software within your Microsoft account, but you may not transfer the rights to use the Software to third parties.

To improve your user experience of the Software, we may from time to time provide Software updates. All updates constitute an integral part of the Software and a single license, subject to the terms and conditions of this Agreement.

3. Restrictions on use

Exclusively to the extent that restrictions are permissible under applicable law, you may not:

  • Copy, modify, reverse engineer, decompile, disassemble, decrypt, create derivatives or perform any other actions attempting to access the source code of the Software;
  • Make changes to the Software;
  • Interfere with any components of the Software, including the following: (1) disable or bypass components that restrict the use or copying of any content; (2) hacking, password guessing and the use of other illegal means of intervention; Sell, rent, lease, lend, or sublicense the Software to any third party without our written consent;
  • Reproduce, distribute, provide to third parties, or create conditions for the use of the Software by persons who have not been entitled to use the Software, including those who work with you in the same network, multi-user system or in the internet (so that the Software is available to multiple devices or users at the same time) without our written consent;
  • Divide the Software into its component parts for the use on more than one computer. You must handle the Software like any other object of intellectual property. The Software is a single indivisible object of intellectual property;
  • Scan or test Software vulnerabilities;
  • Use any manual or automatic systems or software to extract data from the interfaces through which WavePoint Co. Ltd. launches the Software, without our written consent;
  • Interfere with the operation of the Software or impede the use of the Software by other users, including: (1) uploading or otherwise distributing a virus, adware, spyware, self-spreading software or other malicious code; (2) impose unsolicited offers or advertisements on other users; (3) collect personal data of other users or third parties without their consent; (4) interfere with or disrupt the operation of computer networks, equipment or servers that used or are related to the provision of the Software;
  • Perform actions that may create an excessive or disproportionate load on the infrastructure of the Software or computer networks, or other systems related to the Software;
  • Use the Software in order to violate intellectual property rights of other parties, or to commit other illegal activities;
  • Register accounts using bots or other automated systems;
  • Acquire, use and gain access to the Software in order to develop a competing product or service, or for other competing purposes;
  • Copy any printed documentation or other materials distributed together with the Software.

We reserve any other rights not expressly granted to you by this Agreement.

4. Technical support

We may provide you technical support services related to the Software, at own discretion and for the sole purpose of addressing technical issues related to the use of the Software (“Technical Support”).

Technical Support is provided online. You can send support requests through the websitehttps://xltools.net/or by email tosupport@xltools.net.

Support services may be subject to charges, if they exceed the scope of Technical Support and we qualify them as consulting and/or software development services. Such charges and payment procedures will be approved with you in advance in writing.

5. Privacy policy

Please review our Privacy Policy to understand how we collect, use, share, and otherwise process your information that we collect through the Software (including through usage statistics and technical support). The Privacy Policy is incorporated into these Terms by reference and forms an essential part of these Terms. The most recent version of the Privacy Policy is published athttps://xltools.net/privacy-policy/.

6. Intellectual property

An exclusive right to the Software belongs to WavePoint Co. Ltd. We own and retain all title, interest and copyrights to the Software and any of its components, including but not limited to images, source code, distributables, demos, intermediate files, packages, photographs, animations, videos, audio, music, text, applications embedded in the Software, documentation, and any copies of the Software. The Software is protected by copyright and other intellectual property laws and international treaties.

By this Agreement we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Software.

7. Third-party software

The Software may display, include or make available third-party content (including data, information, applications and other products or services) or provide links to third-party websites or services (“Third-Party Software”).

Third-Party Software is provided solely as a convenience to you. You acknowledge and agree that Third-Party Software is subject to various other terms and conditions.

We make no guarantees with regard to the availability, accuracy, integrity, reliability, completeness, timeliness, or any other aspect of Third-Party Software. We do not assume any liability to you or any other third party for any Third-Party Software. You access and use them entirely at your own risk.

Despite the fact that the Software is provided in accordance with this Agreement, nothing in this Agreement limits or implies a restriction of your rights to purchase or use Third Party Software on the basis of a separately concluded license agreement.

8. Disclaimer of warranties

The Software is provided “as is”, “as available”, “with all faults”, and without warranty of any kind. To the maximum extent permitted by law, WavePoint Co. Ltd. disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, fitness for a particular purpose, and noninfringement.

WavePoint Co. Ltd. disclaims any warranty that the Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; that the results obtained from the use of the Software will be effective, accurate, or reliable; that the quality of the Software will meet your expectations; that any errors or defects in the Software will be corrected; or that the Software will be compatible with any third-party software or services. WavePoint Co. Ltd. disclaims all liability for any actions resulting from your use or inability to use the Software. You may use the Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use of and access to the Software.

WavePoint Co. Ltd. reserves the right to periodically modify or suspend, temporarily or permanently, the functions and components of the Software, without any warranty to you for any interruptions or modifications to the Software or its components.

Given the above, if you made a payment to WavePoint Co. Ltd. for the use of the Software, WavePoint Co. Ltd. will not refund money for the period when the Software was not available.

In the case of the adoption of regulatory legal acts in the Russian Federation or the adoption of international legal acts that affect the rights and interests of users, as well as affect in whole or in part the functioning of the Software, WavePoint Co. Ltd. reserves the right to any changes to the Software in order to bring it in line with new legal regulations.

Your sole remedy for dissatisfaction with the Software is to stop using the Software.

9. Limitation of liability

Under no circumstances will WavePoint Co. Ltd. be liable to you or any third parties for any direct or indirect consequences arising out of the use or inability to use the Software, including but not limited to any loss of use, data (including confidential), goodwill, or profits, whatsoever, and any special, incidental, indirect, consequential, or punitive damages whatsoever, regardless of cause (even if we have been advised of the possibility of the loss or damages).

WavePoint Co. Ltd. will not be liable for the operation of the Software in the event of damage to your storage media, computer viruses, power outages, hardware malfunctions, intentional damage to the Software or violations of user guides available on the websitehttps://xltools.net/, as well as for problems in the operation of the Software associated with the use of counterfeit system, network or application software.

Our total liability in any matter arising out of this Agreement is limited to 20 USD or the amount that you paid for the Software. These limitations apply to the maximum extent permitted by law.

However, WavePoint Co. Ltd. does not limit its liability and warranties, which cannot be limited in accordance with applicable law.

10. Indemnification

You agree to indemnify, hold harmless and defend WavePoint Co. Ltd. and its representatives, employees, directors, consultants, affiliates, subsidiaries against any and all claims and lawsuits from third parties, and to indemnify for any related losses, incurred expenses, including legal costs, arising in connection with the following: (1) your use or improper use of the Software; (2) your violation of any provisions of this Agreement, representations, warranties and contracts related to this Agreement or applicable law; (3) your violation of the rights of third parties, including intellectual, copyright, rights to privacy and publicity, confidentiality and other private property rights; (4) any dispute between you and a third party. WavePoint Co. Ltd. reserves the right to protect and control any court case at its own expense, in other cases only subject to compensation for the costs of judicial protection on your part (without limiting your obligation to compensate for the costs of judicial protection), in which case you agree to cooperate with WavePoint Co. Ltd. to protect against claims.

In case of violation of any provisions of this Agreement by you, any other user, or third parties, the lack of immediate response on our part does not deprive us of the right to take appropriate actions later in order to protect its interests and copyrights to the protected components of the Software in accordance with the laws of the Russian Federation and international legal acts.

11. Governing law and dispute resolution

This Agreement and your use of the Software are governed by the laws of the Russian Federation, without regard to conflict of laws rules. The use of the Software may also be subject to other local, state, national, or international laws.

Any translation of this Agreement is done for compliance with the requirements in the territory of use. In case of any conflict the Russian version of the Agreement will prevail.

You agree that by entering into this Agreement, you waive the right to apply to the jury for consideration of disputes between you and WavePoint Co. Ltd. and the possibility of filing a class action lawsuit.

If you have reason to file a lawsuit, you must first submit a complaint to WavePoint Co. Ltd. by sending it by mail to the address specified in this Agreement. The complaint should indicate the essence of the appeal, the circumstances of the case, your violated rights and demands. If within 30 (thirty) days from the date of receipt of the complaint, we do not reach an agreement on the issues of the complaint, then both you and WavePoint Co. Ltd. may apply to the judicial authority.

You agree that any lawsuits arising from this Agreement must be filed and considered in court at the location of WavePoint Co. Ltd., and the limitation period for disputes referred to in this section is 1 (one) year from the date on which the violation of rights occurred.

12. Changes to this agreement

We may change this Agreement at any time without prior notice. The most recent revision of the Agreement will be published athttps://xltools.net/eula/. The revised terms and conditions of this Agreement will becomeeffective on the date of publication indicated at the top of thispage. You acknowledge and agree that it is your responsibility toreview this Agreement for any changes.

If you do not agree with the changes to the terms and conditions of this Agreement, you must immediately cease all use of the Software and destroy all Software copies available to you.

13. Term and termination

This Agreement is effective from the date you install the Software for the first time and will remain in effect until terminated by you or by WavePoint Co. Ltd.

You may terminate this Agreement at any time by ceasing all use of the Software and destroying all Software copies available to you.

We reserve the right to terminate this Agreement at our own discretion at any time without prior notice, including if you have violated any provisions of this Agreement or in case of unauthorized use of the Software. Once the Agreement is terminated, you must cease all use of the Software and destroy all Software copies available to you. If we terminate this Agreement and this results in you ceasing the use of the Software, you agree that WavePoint Co. Ltd. is not liable to you and will not refund any amount of money paid, to the maximum extent permitted by law.

Sections 3, 4, 6, 7, 8, 9, 10, 11, 14 will remain effective after the termination of this Agreement.

14. Other terms

Partial invalidity of the agreement

In the event that any of the provisions of the Agreement becomes invalid or not enforceable as a result of the court decision or adoption of a regulatory legal act by the state body, this does not entail the invalidity of other provisions of the Agreement.

Independence of relations

The relationship between you and WavePoint Co. Ltd. is a relationship of independent parties. Nothing in this Agreement establishes a partnership, agency, or joint venture relationship.

15. Contacts

If you have any questions about this Agreement, please contact us:

Email:support@xltools.netWavePoint Company Limited
Unit 133 (407), 11 Kamennoostrovsky prospect, Building 2, Letter A, Saint-Petersburg, Russia, 197046
Tel.: +7 812 600 2011