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Software License Agreement
IMPORTANT – YOU, THE LICENSEE, MUST READ THE FOLLOWING CAREFULLY BEFORE CLICKING ON THE “ACCEPT” CHECK-BOX ON THE LICENSOR’S WEB-SITE, OR DOWNLOADING, INSTALLING OR USING THE SOFTWARE.
BY CLICKING ON THE “ACCEPT” CHECK-BOX ON THE LICENSOR’S WEB-SITE AND/OR BY DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE AGREEMENT AND UNDERSTOOD IT, YOU AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, AND YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN AGREEMENT SIGNED BY YOU.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT CLICK ON THE “ACCEPT” CHECK-BOX ON THE LICENSOR’S WEB-SITE AND DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE.
IF THE PERSON ACCEPTING THE LICENSE AGREEMENT IS AN INDIVIDUAL ACTING ON BEHALF OF A COMPANY OR ORGANIZATION, THAT PERSON WARRANTS AND REPRESENTS THAT THEY ARE AUTHORIZED TO ACCEPT A LICENSE AGREEMENT OF THIS KIND ON BEHALF OF THE COMPANY OR ORGANIZATION THEY ARE ACTING ON BEHALF OF. IF THEY ARE NOT SO AUTHORIZED, NOR DEEMED IN LAW TO HAVE SUCH AUTHORITY, THEY SHALL AT THE DISCRETION OF THE LICENSOR BE DEEMED TO HAVE ASSUMED SOLE PERSONAL LIABILITY FOR THE OBLIGATIONS SET OUT IN THIS LICENSE AGREEMENT IF THE COMPANY OR ORGANIZATION OR THEY DOWNLOAD, INSTALL OR USE ANY PART OF THE SOFTWARE.
BY PROVIDING YOU WITH A COPY OF THE SOFTWARE OR WITH THE INFORMATION NECESSARY FOR YOU TO DOWNLOAD THE SOFTWARE, THE LICENSOR AGREES TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT. IF THE LICENSOR DOES NOT PROVIDE YOU WITH A COPY OF THE SOFTWARE OR WITH THE INFORMATION NECESSARY FOR YOU TO DOWNLOAD THE SOFTWARE THEN THE LICENSOR DOES NOT AGREE TO BE BOUND BY THIS LICENSE AGREEMENT AND THIS LICENSE AGREEMENT SHALL NOT APPLY.
This agreement (“License Agreement”) is made between:
1.2 Subject to payment in full of the License Fee the Licensor will grant to the Licensee in consideration of the License Fee a non-exclusive, non-transferable license (or licenses if more than one license is purchased) to use the Software subject always to the terms of this License Agreement. Under the license granted under this clause 1.2 the Licensee shall only be permitted to use the Software as a single user on a single computer for each license purchased.
1.3 After expiry of the Evaluation Period the Licensee may not use the
Software until the Licensee makes satisfactory payment of the License
Fee in full and the registration procedure has been completed. (To register
the Licensee must provide the Licensor with one or more ID numbers that
are generated by the Software. Following this the Licensor will provide
the Licensee with a registration key.)
2. Customized Versions
2.1 By way of introduction, in some situations the Licensor may modify the Software to provide the Licensee with a customized version of the Software. (However, the Licensor is not obliged to provide the Licensee with a customized version of the Software.)
2.2 The Licensee will compensate the Licensor (including, without limitation, its directors, officers and employees) for any loss or damage which the Licensor (including, without limitation, its directors, officers and employees) may suffer as a result of any claim at any time that any modifications made for a customized version of the Software infringe the intellectual property rights of any third party.
2.3 This Clause 2 shall continue in effect after the termination of the License Agreement.
3. Assistance and Training
3.1 The Licensee agrees and acknowledges that the Licensor has no obligation to provide assistance or training in connection with the use of the Software.
4. Licensee’s Undertakings
4.1 The Licensee undertakes:
4.2 This Clause 4 shall continue in effect after the termination of the License Agreement.
5.2 If within 365 days of the commencement of this License Agreement
the Licensee discovers a material error in the Software that substantially
affects the Licensee’s use of the Software and notifies the Licensor
of the error, the Licensor shall, at its discretion, either:
5.4 The Software is not designed or intended for use in situations in which misuse of the Software or errors or bugs in the Software could lead to death, personal injury, or severe physical or environmental damage. The Software must not be used in such situations.
5.5 This Clause 5 shall continue in effect after the termination of the License Agreement.
6. Licensor’s Liability
6.3 The Licensor (including, without limitation, its directors, officers and employees) expressly excludes liability for indirect, special, incidental or consequential loss or damage which may arise in respect of the Software, its use or otherwise, and expressly excludes liability for loss of profit, business, revenue, goodwill or anticipated savings which may arise in respect of the Software, its use or otherwise.
6.4 This Clause 6 shall continue in effect after the termination of the License Agreement.
7. Intellectual Property Rights
7.3 This Clause 7 shall continue in effect after the termination of the License Agreement.
8. Term and Termination
8.3 The Licensor may by notice in writing to the Licensee terminate this
License Agreement under the circumstances contemplated in clauses 5.2.2
9.2 Except for the consequences stated in Clause 9.1, termination will not affect any already existing rights or liabilities of either party, nor will it affect the coming into force or continuance in force of any provision of this License Agreement that is expressly, or by implication, intended to come into force or continue in force on or after termination of this License Agreement.
10.1 The terms and conditions of this License Agreement shall also apply to any future versions and any customized versions of the Software that are, at any time, installed on the Licensee’s computer.
10.2 In this License Agreement the use of a word in the singular shall imply the plural use of the word and vice-versa.
10.3 Neither party will be liable for any delay in performing its obligations under this License Agreement if such delay is caused by circumstances beyond its reasonable control (including, without limitation, any delay caused by an act or omission of the other party) and the party affected will be entitled to a reasonable extension of time for the performance of its obligations.
10.4 The Licensee shall not assign or otherwise transfer all or any part
of the Software or this License Agreement without the prior written consent
of the Licensor.
10.7 Headings used in this License Agreement are inserted for convenience
or reference only and are not intended to be part of or to affect the
meaning or interpretation of any of the terms and conditions of this License
10.12 The Licensee agrees that it has not relied on any prior representations in entering into this License Agreement.
10.13 This License Agreement supersedes all prior licenses, agreements
and arrangements of whatever nature
11.1 In this License Agreement the following expressions have the following meanings:
“Evaluation Period”: that period of time nominated on the Licensor’s Web-site during which the Licensee can use the Software without payment of the License Fee.
“License Fee”: the license fee payable by the Licensee to the Licensor. It is the amount nominated on the Licensor’s Web-site on the date the Licensee accepts the terms of this Agreement unless otherwise agreed in writing between the Licensor and the Licensee.
“Licensor’s Web-site”: the web-site of the Licensor,
the address of which is www.spreadsheetadvantage.com.
“Software”: means the Spreadsheet Advantage product, including
the Microsoft Excel® Add-in and any accompanying materials or supporting
files, as supplied by the Licensor. (Microsoft Excel® is a registered
trademark of Microsoft Corporation.)
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