PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE DOWNLOADING, INSTALLING OR OTHERWISE GETTING ACCESS TO THE SOFTWARE OF WAVEPOINT CO. LTD. ACCOMPANIED BY THIS AGREEMENT.
THE SOFTWARE IS PROTECTED BY THE COPYRIGHT LAW AND, UNDER THIS AGREEMENT, YOU ARE GRANTED A LICENSE TO USE THE SOFTWARE, WITHOUT THE RIGHT TO SELL, BY DOWNLOADING, INSTALLING OR THROUGH ANOTHER ACCESS. YOU HEREBY ACKNOWLEDGE THE FACT THAT YOU HAVE READ THIS AGREEMENT, YOU UNDERSTOOD ITS TERMS AND CONDITIONS, YOU ACCEPT AND AGREE TO BE BOUND THEREBY.
If you agree with the terms and conditions of this Agreement on behalf of your company, organization, educational institution, agency, representative, or other public authority (“entity”), acting as the authorized representative of such entity, you represent and warrant that you have all the rights and authority to bind such entity with the terms of this Agreement, and references to the “User” herein shall apply both to you acting as a private end user as well as to the legal person on whose behalf you accept the terms and conditions of this Agreement.
Even if at any time you do not have an intention to be bound by the terms and conditions of this Agreement, you should click on the button “I do not accept the terms of this Agreement”, stop the process of loading and/or installation, and immediately cease and desist from trying to gain further access to or use the software, and delete any of its copies available to you, including those hosted on the terminal server.
For the use of the computer software program “XLTools Add-in for Microsoft Excel”
1. General provisions
1.1. The present License Agreement (hereafter “Agreement”) establishes the conditions of using the computer software program “XLTools Add-in for Microsoft Excel”, version for Windows (hereafter “Program”), and is concluded between any person or legal entity (organization), that has received and is using the Program (hereafter “User”), and the company WavePoint Co. Ltd., having its address in: Russia, 191186, Saint-Petersburg, Bolshaya Morskaya str., house 19, liter А, office 2D, that is the franchisor of the exclusive right to the Program (hereafter “Franchisor”).
1.2. The subject of this License Agreement is the right to use the Program provided to the User by the Franchisor in the manner and on the terms set forth by this Agreement.
1.3. By copying the Program, installing it on your computer or using the Program in any way, the User expresses his full and absolute agreement with all conditions of this Agreement.
1.4. Within the framework of this agreement, the Program shall be a single (indivisible) object of intellectual property. Division of the Program into its component parts (components of the Program) for the use on more than one computer is prohibited.
1.5. Use of the Program is permitted only under the terms of this Agreement. If the User does not accept the terms of this Agreement in full, the User has no right to use the Program for any purpose. The use of the Program with violation (failure) of any terms and condition of this Agreement is prohibited.
1.6. Law of the Russian Federation is applicable to this Agreement and to all relations associated with the use of the Program, and any claims or proceedings arising in respect of this Agreement or use of the Program must be submitted and considered by the court at the Franchisor’s location.
2. Rights to the Program
2.1. An exclusive right to the Program shall belong to the Franchisor.
2.2. The copyright to the Program and any of its components (components of the Program), including, without limitation, images, source code, demo samples, intermediate files, packages, photographs, animation, video, audio, music, text, applications embedded in the Program, documentation, as well as copies of the Program, shall belong to the company WavePoint Co. Ltd. or any of its subsidiaries. The copyright for the Program is protected by the legislation of the Russian Federation, as well as by the relevant international agreements.
2.3. This Agreement does not imply delegation of any rights with respect to the trademarks and service marks.
3. Amount of the license fee and payment procedure
3.1. The use of the Program for personal purposes or in the operational activity of the organization shall be carried out on a fee basis:
3.1.1. For the transfer of the license for the right to use the lifetime version of the Program (Lifetime license), the User shall pay a fee to the Franchisor by means of advance payment in the amount of 100% of the cost of the license. The amount of the license fees to the Franchisor are determined and indicated on the website https://xltools.net/.
3.1.2. The User shall pay the amount of the license fee by transferring funds to the Franchisor’s account. The moment of payment shall be considered the Franchisor’s account crediting.
3.1.3. The Lifetime license is provided for an unlimited period of time, but no longer then the period of validity of the exclusive right to the Program or the period of validity this License Agreement. The right to use the Lifetime license of the Program shall be provided to the User at the moment of license activation in case of the User’s consent with the terms of the License Agreement.
3.2. To use the program solely for evaluation purposes, the User may be provided with a license for the right to use the trial version of the Program (Trial license) free of charge and without any transfers to the Franchisor:
3.2.1. The Trial license is provided for a limited period of time (Trial period). The right to use the Trial license of the Program shall be provided to the User at the time of the Program’s installation in case of the User’s consent to the terms of the License Agreement.
3.2.2. The duration of the Trial period is determined by the Franchisor and is indicated on the website https://xltools.net/.
3.2.3. Upon expiration of the Trial period the User shall have to purchase a Lifetime license or destroy all Program copies that he/she has in his/her possession, and uninstall the Program. In case the User does not purchase the Lifetime license until the end of the Trial period, this Agreement, as well as all rights and licenses received under this Agreement, are terminated upon the expiration of the Trial period.
3.3. The use of the Program on the terms and by the methods not provided for by this License is possible only on the basis of a separate agreement with the Franchisor.
3.4. The fact of ordering, payment or receipt by the User from the Franchisor of non-exclusive rights to use the Program on the terms of this License Agreement means unconditional consent of the User with the terms of this Agreement.
4. Scope of rights within the License
4.1. The Franchisor for fee (or without it within the framework of the Trial license), on the terms of a simple (non-exclusive) license shall provide the User with non-transferable right to use the Program in the countries around the world in the following ways:
4.1.1. To use the Program exactly as intended for the purpose of which to copy and install it (run) on the User’s computer. The User shall be entitled to install the Program on the number of devices, which does not exceed the number of license copies as specified in the order and paid for in the amount of license fee. One license copy is allowed to be activated and used on the one personal device only.
4.1.2. To run unchanged strictly for personal use or in the operational activity of the organization.
5.1. Except for the use in the amounts and in the manner expressly provided under this Agreement or the laws of the Russian Federation, the User has no right to modify, decompile, disassemble, decrypt, and perform any other actions with the object code of the Program, aimed at removing the Program’s source code and/or receipt of information on implementation of the algorithms used in the Program, create derivative works using the Program, as well as to make (cause to make) any other use of the Program, without prior written consent of the Franchisor. The User shall have no right to modify the Program, as well as to carry out reverse engineering of the Program in order to eliminate errors in such modified versions.
5.2. The User may not rent, lease, sublicense, transfer or assign the rights granted to the User under this License Agreement, and any other rights associated with the Program, to any third parties.
5.3. The User hereby agrees not to create the conditions for the use of the Program by persons who have not been entitled to use the Program, including those who work in the same network, multi-user system or in the Internet with the User (provide the Program in such a way that any person may have interactive access thereto from any place and at any time at his/her choice).
5.4. The User shall not reproduce, distribute, communicate the Program to the public in any manner and in any way which is not expressly provided for under this Agreement, including in cooperation with the other programs within the software products packages, with offerings of other programs, settings and other products, regardless of the purpose of such use, without the Franchisor’s written consent.
5.5. The Program must be used under the full name “XLTools Add-in for Microsoft Excel” or under the short name “XLTools”. The User may not modify the Program’s name, modify and/or delete and/or obscure the copyright notices or another designations of the Franchisor or other persons presented in the Program, documentation or other materials distributed along with the Program.
5.6. The User is obliged to handle the Program like any other object of intellectual property.
5.7. Copying of any printed documentation or other materials distributed together with the Program is prohibited.
6.1. Within the framework of the Lifetime license, the User shall be entitled to free updates for one year from the date of its purchase, in case such updates are prepared by the Franchisor. The User can receive updates by means of downloading the distribution disk of the Program from the site of the Franchisor by the provided link. From the second year of use of the Program, the Franchisor has the right to provide updates leading to improve and expand the functionality of the Program for a fee. The cost of updating is determined by the Franchisor and indicated on the website https://xltools.net/.
6.2. When a new version of the Program is issued, the Franchisor has the right to change unilaterally the terms of the License Agreement by posting a notice of such changes on the website https://xltools.net/.
6.3. The update by the User of his/her version of the Program means his/her full consent with the terms of the License Agreement published as of this moment of time on the website https://xltools.net/.
7. Other terms and notifications
7.1. The User hereby acknowledges and agrees that, while using the Program, the Franchisor shall anonymously (without reference to the User) in unattended mode acquire, for the purpose of improving quality of the products and services provided to the User, the following information: the type of operating system of the User’s device, the Program’s version and identifier, statistics of the use of the Program functions, error information, as well as other technical information, until the User deactivates the respective functions of sending statistics, in the program settings.
7.2. The User may at any time refuse to transfer the information specified in paragraph 7.1 by deactivating the respective functions.
8. Limitation of liability under this Agreement
8.1. The Program is provided “as is”. The Franchisor does not provide any warranty regarding the error-free and faultless operation of the Program, the Program’s compliance with specific goals and expectations, and makes no other warranty which is not expressly stated in this Agreement, including, without limitation, warranties of non-infringement of any third party rights, merchantability or suitability, integration, satisfactory quality, fitness for use. Franchisor does not warrant that the Program will meet your requirements or that the Program will function properly when used in conjunction with the programs and equipment provided by the other manufacturers. All the risks associated with quality and performance of the Program shall be borne by the User.
8.2. The Franchisor does not assume any liability for any direct or indirect consequences of any use of or inability to use the Program and/or damage to users and/or third parties, as a result of any use or non-use of the Program, including possible errors or failures in the program, even if the representatives of the owners became aware of possibility of such damages, losses, claims or expenses, as well as for any claims made by the third parties.
8.3. The Franchisor is not liable to the User for the forced interruption of business activity, loss of business or other data or information, claims or expenses, consequential or incidental damages, as well as lost profits or lost savings caused by use of, or related to use of the Program, under any circumstances.
8.4. The User shall at his/her own expense indemnify and hold the Franchisor harmless from and against any and all claims, proceedings, liabilities, losses, damages, judgments, instruments of transfer or assignment of property, costs and expenses arising out of any use of the Program by the User, any person related to the User or any person authorized by the User committing any actions that are not authorized by this Agreement.
9. Modification of conditions of this Agreement
9.1. This License Agreement can be modified unilaterally by the Franchisor at any time. Notification of The User of the changes to the conditions of this Agreement shall be published at https://xltools.net/eula/. These changes in the conditions of the License Agreement shall enter into force on the date of publication, unless otherwise specified in the relevant publication. The User acknowledges and agrees that it is his/her responsibility to review this Agreement for any changes.
10. Termination of this Agreement
10.1. Unless otherwise agreed in a separate agreement made between the User and the Franchisor, or in this License Agreement, the present Agreement shall remain valid for the entire period of validity of the exclusive right to the Program.
10.2. Without prejudice to any other of his rights, the Franchisor may unilaterally terminate this Agreement in case of failure to comply with its terms and conditions. Upon termination of this Agreement the User shall have to destroy all Program copies that he/she has in his possession, and uninstall the Program.
10.3. Points 2, 4, 5, 8, 9 remain in force even upon termination or expiration of this Agreement, but, however, it does not mean that the User shall have any right to continue using the Program after termination or expiration of this Agreement.
11. Other terms and conditions
11.1. Any translation of this Agreement is done for the purpose of complying with the requirements in the territory of use thereof, and in the event of any conflict between the Russian version of this Agreement and the version in any other language, the Russian version of the Agreement shall prevail.
12. Contact details of the Franchisor
WavePoint Co. Ltd.
Legal and postal address:
Unit 133 (407), Letter A, Building 2, 11 Kamennoostrovsky prospect
Saint-Petersburg, Russia, 197046
This document was last updated on February 4, 2020.