| xl-IQ's End User License Agreement (EULA) | |
| The terms and conditions that apply when you choose to use xl-IQ's interactive Excel training software | |
| xl-IQ is a product of SuperScript Solutions Limited - Registered in England and Wales - No. 06498504 | |
| IMPORTANT: READ CAREFULLY BEFORE INSTALLING SOFTWARE: | |
| This End User License Agreement ("EULA") is a legal and binding agreement between you (either an individual or a single entity) and SuperScript Solutions Limited, its subsidiaries and agents, (collectively "SuperScript Solutions") for the Software accompanying this EULA, which includes the associated proprietary media, printed materials, any associated documentation (including electronic) provided to You by SuperScript Solutions (collectively "Software"). | |
| Any software updates or related supplements to the Software issued to you by SuperScript Solutions shall be deemed to be Software that is within the scope of this EULA, from the date these updates are provided to you. | |
| You agree to be bound by the terms of this EULA by installing, copying or using the Software. If you do not agree with the terms of this EULA, do not install, copy of use the Software, but return it immediately, unused, to the place of original purchase. | |
| This Software is licensed, not sold. The source code for the software is also not part of this license agreement. | |
| This EULA cannot be assigned or otherwise transferred to any other party, unless written permission is obtained from SuperScript Solutions. | |
| 1 | GRANT OF LICENSE: |
| SuperScript Solutions grants you the following rights provided that you comply with all terms and conditions of this EULA: | |
| 1.1 | You may install and use the Software on a single computer or device (collectively "Device"), or such other number as have been specifically licensed, for which the license fees have been fully paid, as recorded within documentation at the purchase of the Software License ("License Record"). |
| 1.2 | SuperScript Solutions reserves all rights not expressly granted to you in this EULA. The Software is protected by copyright and other intellectual property laws and treaties, and permission from SuperScript Solutions is required for this Software to be installed or used. SuperScript Solutions owns the title, copyright, and other intellectual property rights in the Software: |
| 1.2.1 | SuperScript Solutions retains all rights in and to any copy, improvement, modification, enhancement, development, adaptation or derivative works of the Software, including all unauthorized work. |
| 1.3 | This license cannot be shared. |
| 1.4 | The Software is licensed as a single product. Its component parts may not be separated for use on more than one Device. |
| 1.5 | This Software may be used for your personal use or in your profession or business. |
| 1.6 | Permitting unauthorised access to, use or copying the Software breaches this EULA. |
| 1.7 | This Software may be provided under a Subscription Agreement, whereby this license will expire at the end of the Subscription Period, unless specifically renewed: |
| 1.7.1 | The initial Subscription Period begins on the date you activate the first license within the License Record, with the end of the Subscription Period being calculated based on this starting point, and the terms of License Record. |
| 1.7.2 | The terms of this EULA will apply to any renewal Subscription Periods, unless specifically specified. |
| 1.7.3 | The Software will continue to work for a limited period beyond the end of the Subscription Period. |
| 1.8 | This EULA does not include any allowances for support or maintenance (collectively "Support"), and any Support that is offered will subject to a separate agreement, and may incur additional fees. If no separate agreement exists, any support or maintenance provided by SuperScript Solutions will not in any way imply that this EULA extends to incorporate such Support, and is at the complete discretion of SuperScript Solutions. |
| 1.9 | This Software cannot be used by means of any Remote Access technologies, and any sharing of access to this Software using these techniques is in breach of this EULA. |
| 1.10 | You may permit any Device to access and use your licensed copy of the Software for the sole purpose of providing you with technical support and maintenance services. |
| 1.11 | Documentation: Any documentation that accompanies the Software is licensed for internal, non-commercial reference purposes only. |
| 1.12 | Media Elements: The Software includes audio files, exercise workbooks and files, exercise text, exercise databases and other related media components that form part of the Software (collectively "Media Elements"). The use of these components is restricted by the following conditions: |
| 1.12.1 | These Media Elements are intended to be used as part of the Software, and therefore copying, sharing or otherwise distributing these Media Elements is prohibited. |
| 1.12.2 | You may not sell, license or distribute copies of the Media Elements by themselves or as part of any collection, product or service. |
| 2 | DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS: |
| 2.1 | Mandatory Activation. There are technological measures within this software that are designed to prevent unlicensed use of the Software, and before you can use it, you will be required to Activate each copy of the Software included within this EULA, as documented within the License Record. |
| 2.1.1 | For each license that is part of a Subscription Agreement, regular automatic internet-based license validations will also occur throughout the Subscription Period. If this automatic internet-based license validation process has been blocked or been unsuccessful for a period of more that fourteen (14) days, then the software will become unusable until such time as a manual license validation has been successful. If at any point SuperScript Solutions determines that a license is not valid or beyond the expiry date, then the Software could cease to function with immediate effect. |
| 2.1.2 | You might also be required to reactivate a copy of the Software if you modify your Device hardware or alter the Software attached to this EULA. |
| 2.1.3 | SuperScript Solutions will use these measures to confirm that you have a legally licensed copy of the Software, where no personally identifiable information will be collected during this Activation process. |
| 2.1.4 | It is unlawful and prohibited to circumvent the copy protection technology included with this Software. |
| 2.2 | Software Dependencies. This Software may require Other Software, not provided by SuperScript Solutions, in order to perform in the manner described within any supporting Documentation. This Software is not included in any way within this EULA, and related License or Subscription Fees, and it is your complete responsibility to obtain a valid and legal license for this Other Software. If you are unable to use the Software because you do not have the Other Software installed on your Device, then this shall in no way be deemed to imply that the Software is not in full working order. |
| 2.3 | License and Subscription Fees. All License and Subscription Fees that you have paid are non-refundable, except in relation to the return of the Software as provided in the opening section of this EULA or under Section 5.1. |
| 2.4 | Reverse Engineering. You may not reverse engineer, decompile, or disassemble the Software, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. |
| 2.5 | No Rental or Commercial Hosting. You may not rent, lease, lend or provide commercial hosting services with the Software. |
| 2.6 | Consent to Use of Data. You agree that SuperScript Solutions may collect and use technical information gathered as part of any product support services provided to you, related to the Software. SuperScript Solutions will use this information solely to improve our products or to provide customized services or technologies to you and will not disclose this information in a form that personally identifies you |
| 2.7 | Transfer of Software between Devices. You are permitted to transfer the Software from one Device to another Device, subject to the following conditions: |
| 2.7.1 | This transfer is to another Device under your control, and not to another company or individual not covered by this EULA and License Record. |
| 2.7.2 | The Software on the original Device must be completely removed after the transfer. |
| 2.7.3 | The Software on the new Device will need to be Activated, using the same techniques used to Activate the Software on the original Device. |
| 2.8 | Compliance with EULA and License Record. You agree to supervise and control use of the Software to ensure compliance with all terms and limitations under this EULA (including but not limited to compliance with the laws and regulations of all applicable jurisdictions in which you use the Software), and to maintain accurate records of the number and location of all users and copies of the Software. You also agree: |
| 2.8.1 | To provide SuperScript Solutions with a Summary of this Software usage, in a reasonable format specified by SuperScript Solutions, within fourteen (14) days of any written request. |
| 2.8.2 | To ensure that all employees and other relevant parties who use the Software are fully aware of the conditions and limitations of this EULA. |
| 2.8.3 | That any Devices that are subject to a Subscription Agreement may without notice cease to operate after the end of the Subscription Period. |
| 3 | INDEMNITY AGREEMENT: |
| 3.1 | You agree to indemnify, defend and hold completely blameless SuperScript Solutions, its subsidiaries, agents, directors, officers, employees and affiliates from any third party claims, liabilities, damages, costs and fees (including reasonable attorney fees) arising from your use of the Software, as well as from any failure to comply with this EULA. |
| 3.2 | You agree that SuperScript Solutions shall have no liability whatsoever for any use you make of the Software. |
| 3.3 | The Software includes Training, Educational and Learning features (collectively "Training Modules"). SuperScript Solutions has used their best efforts in preparing the content covered within these Training Modules, but make no representations or warranties with respect to the accuracy and completeness of the content of these Training Modules, and specifically disclaim any implied warranties of merchantability or fitness for a particular purpose. |
| 3.3.1 | No warranty for the Software can be created or extended by sales representatives or written sales materials. |
| 3.3.2 | The Advice and Strategies contained within these Training Modules may not be suitable for your situation, and you should consult with a professional where appropriate. |
| 3.3.3 | SuperScript Solutions shall not be liable for any loss of profit or any other commercial damages relating to the use of the Software, including by not limited to special, incidental, consequential, or other damages. |
| 4 | TERMINATION: |
| 4.1 | In cases where a Subscription Agreement applies, this EULA will terminate on the date specified within the License Record, unless this Subscription Period is renewed by mutual consent of both parties. |
| 4.2 | If you wish to terminate this EULA, then you can do so at any time by destroying all copies of the Software, although no License Fees paid or owing for the Software shall be refunded. |
| 4.3 | Without prejudice to any other rights, this EULA can be terminated by SuperScript Solutions if you fail to comply with the terms and conditions of this EULA. |
| 4.4 | Should you become bankrupt, subject to any liquidation action or become subject to any action where a receiver or administrator is appointed, and the applicable License Fees have not been paid in full, then this EULA, along with all Licenses granted, will terminate with immediate effect, without any further action or notice from SuperScript Solutions being needed. |
| 4.5 | If for any reason this EULA is terminated, you agree to immediately destroy the Software, along with all copies of the Software in any form, including backups. |
| 5 | LIMITED WARRANTY: |
| 5.1 | Limited Warranty for Software Acquired in the US, Canada or EU: SuperScript Solutions warrants that when used properly, the Software will perform substantially in accordance with the accompanying materials for a period of thirty (30) days from the date of receipt. If an implied warranty or condition is created by your state/jurisdiction and federal/national or state/provincial law prohibits disclaimer of it, you also have an implied warranty or condition, but only as to defects discovered during the thirty day (30) period of this limited warranty. As to any defects discovered after the thirty day (30) period, there is no warranty or condition of any kind. Some states/jurisdictions do not allow limitations on how long implied warranty or conditions lasts, so the above limitation may not apply to you. Any supplements of updates to the Software, including without limitation, and (if any) service packs or hot fixes provided to you after the expiration of the thirty day (30) period are not covered by any warranty or condition, express implied or statutory. |
| 5.1.1 | Limitation on Remedies; No Consequential or Other Damages. Your exclusive remedy for any breach of this Limited Warranty is as set forth below: |
| 5.1.1.1 | Except for any refund elected by SuperScript Solutions, you are not entitled to any damages, including but not limited to consequential damages. |
| 5.1.1.2 | The terms of Section 7 below ("Exclusion of Incidental, Consequential and Certain Other Damages") are also incorporated into this Limited Warranty. |
| 5.1.1.3 | Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. |
| 5.1.1.4 | The Limited Warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction. |
| 5.1.2 | Your Exclusive Remedy. SuperScript Solution and its suppliers' entire liability and your exclusive remedy for any breach of this Limited
Warranty or for any other breach of this EULA or for any other liability relating to the Software shall be, at SuperScript Solutions' option from time to time
exercised subject to applicable law, (a) return of the amount paid (if any) for the Software, or (b) repair or replacement of the Software, that does not meet this
Limited Warranty and that is returned to SuperScript Solutions with a copy of your receipt. You will receive the remedy elected by SuperScript Solutions without charge,
except that you are responsible for any expenses you may incur (e.g. cost of shipping the Software to SuperScript Solutions). This Limited Warranty is void if failure
of the Software has resulted from accident, abuse, misapplication, abnormal use or a virus. Any replacement Software will be warranted for the remainder of the original
warranty period or twenty (20) days, whichever is longer, and SuperScript Solutions will use commercially reasonable efforts to provide your remedy within a commercially
reasonable time of your compliance with SuperScript Solutions' warranty remedy procedures. To exercise your remedy, contact SuperScript Solutions in writing at its Registered
Office Address, which at the time of this EULA becoming applicable was: 20 Watsons Hill Sittingbourne Kent ME10 2JS United Kingdom |
| 5.1.2.1 | If this Registered Office Address changes in the future, then SuperScript Solutions will make reasonable attempts to ensure that you are aware of any changes, but despite this, the current Registered Address for SuperScript Solutions needs be used to exercise your exclusive remedy under this Section 6.1.2. |
| 5.1.2.2 | If you are unable to contact SuperScript Solutions to confirm the current Registered Office Address, then you can use SuperScript Solutions' Registered Company details (Registered in England and Wales: Number 6498504) in order to do so (via Companies House in the UK). |
| 5.2 | Limited Warranty for Software Acquired outside the US, Canada and EU: Please refer to any Software Documentation for any limited warranties or special provisions pertaining to your particular jurisdiction. However, if there are none, then the following will be applicable: |
| 5.2.1 | The Warranties of SuperScript Solutions and its suppliers shall be limited as provided herein to the fullest extent allowed under the laws of the applicable jurisdiction. |
| 5.2.2 | SuperScript Solutions hereby excludes all implied warranties to the fullest extent allows by law in each jurisdiction in which the software is used under this EULA. |
| 6 | DISCLAIMER OF WARRANTIES: |
| 6.1 | The Limited Warranty that appears in Section 5 above is the only express warranty made to you and is provided in lieu of any other express warranties or similar obligations (if any) created by any advertising, documentation, packaging, or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, SuperScript Solutions and its suppliers provide the Software and support services (if any) AS IS AND WITH ALL FAULTS, and hereby disclaim all other warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the Software, and the provision of or failure to provide support or other services, information, software, and related content through the Software or otherwise arising out of the use of the Software. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE. |
| 7 | EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES: |
| 7.1 | To the maximum extent permitted by applicable law, in no event shall SuperScript Solutions or its suppliers be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Software, the provision of or failure to provide support or other services, information, software, and related content through the software or otherwise arising out of the use of the software, or otherwise under or in connection with any provision of this EULA, even in the event of the fault, tort (including negligence), misrepresentation, strict liability, breach of contract or breach of warranty of SuperScript Solutions or any supplier, and even if SuperScript Solutions or any supplier has been advised of the possibility of such damages. |
| 8 | LIMITATION OF LIABILITY AND REMEDIES: |
| 8.1 | Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced herein and all direct or general damages in contract or anything else), the entire liability of SuperScript Solutions and any of its suppliers under any provision of this EULA and your exclusive remedy within this EULA (except for any remedy of repair or replacement elected by SuperScript Solutions with respect to any breach of the Limited Warranty) shall be limited to the greater of the actual damages you incur in reasonable reliance on the Software up to the amount actually paid by you for the Software or U.K. £5.00. The foregoing limitations, exclusions and disclaimers (including Sections 5, 6 and 7 above) shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose. |
| 9 | U.S. GOVERNMENT LICENSE RIGHTS: |
| 9.1 | All Software provided to the U.S. Government is provided with the commercial license rights and restrictions described elsewhere herein. |
| 10 | APPLICABLE LAW: |
| 10.1 | Unless expressly prohibited by local law, this EULA shall be governed by the laws of England. |
| 11 | ENTIRE AGREEMENT; SEVERABILITY: |
| 11.1 | This EULA (including any addendum or amendment to this EULA which is included with the Software), as well as any License Record provided to you, combine to form the entire agreement between you and SuperScript Solutions relating to the Software and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software or any other subject matter covered by this EULA. If any provision of this EULA is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect. |
| 12 | BREACHES: |
| 12.1 | Any failure of SuperScript Solutions to act in regards to a breach of this EULA by you or others will not constitute a waiver, and shall not limit SuperScript Solutions rights with respect to such breach or any subsequent breaches. |
| 13 | ASSIGNING OR TRANSFERRING THIS EULA: |
| 13.1 | This EULA is specific to you, and may not be transferred or assigned for any reason whatsoever without SuperScript Solutions prior written consent, and any action or conduct in violation of this foregoing restriction shall be void and without effect. |
| 13.2 | SuperScript Solutions expressly reserves the right to assign this EULA and to delegate any of its obligations hereunder. |
| 14 | RECOGNITION OF CONSIDERATION: |
| 14.1 | Both SuperScript Solutions and you agree and recognise that the Warranty Disclaimers and Liability and Remedy Limitations included within this Agreement are appropriate and reasonable, and have been recognised and taken into account in determining the consideration given by each party under this EULA, as well as in the overall decision to enter into this agreement. |
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