License Terms and Conditions ModelSheet Software, LLC ("MSS") grants to
you a non-exclusive and nontransferable license to use one or more of
its Excel application templates ("Template"). You are solely
responsible for the selection of the Template(s) to achieve your
intended results, its installation, use, and the results obtained from
its use. You may use the Template(s) and any derivative works in the
work of your firm, client, employer and associates with no time limit.
You may not use, sell or transfer the Template(s) for the operation or
analysis of an organization that is not your firm, your client or your
employer or your associates. These restrictions concerning what you
may not do with the Templates survive the termination of this
agreement.
License Term This license continues until terminated. This license
terminates without notice to you if you fail to comply with any term
or condition of the agreement.
Limited Warranty The Template is warranted to conform to MSS's
template description for a period of ninety days after delivery to you.
THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR
IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH WARRANTIES
ARE HEREBY EXPRESSLY EXCLUDED. MSS does not warrant that the functions
contained in the Template will meet your requirements or that the
operation of Template will be error free.
Patent and Copyright Indemnity MSS shall defend you against all claims
that the Template infringes a United States patent or copyright, and
shall pay resulting costs, damages, and attorney's fees finally
awarded, provided that (a) you promptly notify MSS in writing of the
claim; and (b) MSS has sole control over the defense and all related
settlement negotiations. You, at your sole option and expense, may
participate in any such defense and settlement negotiations with legal
counsel of your own choosing. If such claim has occurred, or in MSS's
sole opinion is likely to occur, you shall permit MSS, at MSS's sole
option and expense, either to obtain for you the right to continue
using such Template, or to replace or modify such Template so that it
becomes non-infringing. If neither of the foregoing alternatives is
reasonably available to MSS, you shall terminate your use of the
Template on written request by MSS, and MSS shall grant to you a credit
for any fees that you have paid for use or support of the Template that
was unavailable to you because of claims of infringement. MSS shall
have no liability for any claim based upon the combination, operation,
or use of the Template with equipment, software, or data not supplied by
MSS, if such infringement would have been avoided by the absence of
such equipment, software, or data. MSS shall have no liability for any
claim based upon alteration of the Template, if such infringement would
have been avoided by the absence of such alteration. THE FOREGOING
STATES THE ENTIRE OBLIGATION AND LIABILITY OF MSS TO YOU WITH RESPECT
TO CLAIMS OF INFRINGEMENTS OF PATENTS, COPYRIGHTS, AND OTHER
INTELLECTUAL PROPERTY RIGHTS.
Limitation of Remedies With the exception of MSS's Patent and
Copyright Indemnity set forth above, MSS's entire liability and your
exclusive remedy shall be: (a) The replacement of any parts of
the Template not meeting MSS's limited warranty. (b) If MSS is unable to
deliver access to replacement software which conforms to the MSS
Template description, you may terminate this Template
License Agreement by informing MSS that you are doing so.
IN NO EVENT WILL MSS BE LIABLE FOR ANY DAMAGES INCLUDING BUT NOT
LIMITED TO ANY LOST PROFITS, OR OTHER INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THE USE OR THE INABILITY TO USE THE TEMPLATE EVEN
IF MSS HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY
OTHER CLAIM BY ANY OTHER PARTY.
General This license is not assignable by you, and any attempt to do
so will be void. You may not license or sublicense the Template. No
action regardless of form arising out of this Template License
Agreement may be brought by either party more than two years after the
cause of action has arisen. This Template License Agreement shall be
governed and construed in accordance with the laws of the Commonwealth
of Massachusetts and is the complete and exclusive statement of the
agreement between us relating to the license of the Template, and may
only be modified by a written agreement duly signed by you and MSS.
| ModelSheet Software, LLC | |
| 146 Gray Street Tel: 781-648-7856 | info@modelsheetsoft.com |
| Arlington, MA 02476 | http://www.modelsheetsoft.com |
TEULA V1.1 3/1/2009