End User License Agreement

License Grant

"You" means the person or company who is being licensed to use the Software. "We," "us" and "our" means ExcelWorks LLC the exclusive owner of all rights, title and interest in the Software. We hereby grant you a non-exclusive, non-transferable license to install and use the Software. Your right to use the Software is governed by the terms and conditions described therein.

Title

The Software is licensed to you not sold for the duration of a predetermined license term. We remain the owner of all rights, title, and interest in the Software.

Disclaimer of Warranty

While we have used our best efforts to develop the Software and verify its accuracy, we make no representations or warranties with respect to the fitness of the Software for any particular application. We DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs.

We SHALL NOT be liable for any loss of profit or any claims arising out of or in connection with the use of the Software including but not limited to special, incidental, consequential, or other damages.

Server Downtime

The Software requires active internet connection to operate and relies on the services provided by external servers. While we put our best efforts to keep the servers up and running, the servers may occasionally experience downtime due to either scheduled maintenance or any other unplanned reason. During a server downtime, the Software will cease to operate. We make no warranties with respect to the availability of the Software to operate at any given time and we shall not be liable for any loss of profit or any claims arising out of or in connection with your inability to operate the Software due to servers downtime.

No employee, agent, dealer or distributor of ours is authorized to modify this Disclaimer of Warranty, or to make any additional warranties.

Things You May Not Do

The Software is protected by United States copyright laws; Patents 10628634, 10114812, 9892108 and 9286286; Trade Secrets laws; and international treaties. You may not:

1. Reverse engineer, disassemble or decompile to discover the source code of the Software.
2. Modify or bypass the copy protection code that controls access to the Licensed Software.
3. Place the Software onto a server so that it is accessible via a public network.
4. Sublicense, rent, lease or lend any portion of the Software.

Transfers

This license granted hereunder may not be assigned, sublicensed, or otherwise transferred by you without our prior written consent.

Term and Termination

This license agreement takes effect upon your installation and use of the software and remains effective until terminated. You may terminate it at any time by un-installing the Software and destroying all copies of the Software in your possession. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. Fees you paid for purchasing your License are non-refundable upon termination of this Agreement for any reason.

Feedback

If you choose to submit Feedback to us through any method or services, you hereby grant us a nonexclusive, royalty-free, fully paid-up, perpetual, irrevocable, transferable, unlimited license under all of your Intellectual Property Rights to use and otherwise exploit your Feedback for any purpose we deem fit. Your feedback may already be known to us or under development, and if a future release of the Software incorporates ideas from the Feedback, you are not entitled to any compensation or reimbursement of any kind from us for the Feedback under any circumstances.

You agree to contact our support for any issue of concern to you relating to the Software including but not limited to documentation, features, and usage. You understand that abuse of the Software public rating system by leaving public misleading, invalid, erroneous, unjustified, or derogatory comments to discourage others from using our Software for reasons deemed invalid, unfair, or otherwise not under our direct control is harmful for our business and public reputation. You understand that we reserve our right to seek remedies and compensation from you including any paid legal fees for any harm inflicted on our business or public reputation due to breach of this agreement to the extent allowable by law.

General Provisions

1. This written license agreement is the exclusive agreement between you and us concerning the Software and supersedes any prior purchase order, communication, advertising or representation concerning the Software.
2. This license agreement may be modified only by a writing signed by you and us.
3. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.
4. This license agreement is governed by the laws of the State of Massachusetts. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.