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SOFTWARE LICENSE AGREEMENT This license agreement governs the SpreadsheetGuys owned or licensed product Formula Navigator 2.0. THIS IS A LEGAL AGREEMENT BETWEEN YOU (ENTITY OR PERSON) AND SPREADSHEETGUYS (“SPREADSHEETGUYS”). READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE. BY CLICKING THE “ACCEPT” BUTTON OR BY USING THE SOFTWARE AFTER VIEWING THIS AGREEMENT, YOU ARE ACCEPTING AND AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE AND PROMPTLY RETURN IT (TOGETHER WITH THE ACCOMPANYING WRITTEN MATERIALS AND BINDERS OR OTHER CONTAINERS) IN ORIGINAL AND UNDAMAGED CONDITION TO THE PLACE FROM WHICH YOU OBTAINED THEM. THE SOFTWARE AND ACCOMPANYING WRITTEN MATERIALS ARE COPYRIGHTED AND LICENSED (NOT SOLD). 1. TYPE OF LICENSE. Your SOFTWARE is licensed to you on a NAMED USER (“NU”) basis. You agree to use the SOFTWARE in accordance with the license grant specified, throughout the term of your license. A more detailed description of each type of license appears in paragraph 2 below. 2. GRANT OF LICENSE. SpreadsheetGuys grants to you a perpetual, nonexclusive, nontransferable right for you or, if you are not an individual, a specific employee designated by you, to use one copy of the SOFTWARE in object code form on a single standalone computer (i.e., with a single CPU) owned, leased or otherwise controlled by you, or on a Named User Computer Network. A Computer Network is any combination of two or more computers (one of which must be a network server) owned, leased or otherwise controlled by you that are electronically linked and capable of sharing the use of a single software program. A “Named User Computer Network” is a Computer Network for which you have paid a separate license fee for the SOFTWARE for each specific individual user of the SOFTWARE on the Computer Network. SpreadsheetGuys does not license the SOFTWARE for use or sharing by more than one specific individual, even if that use is not concurrent, unless you have purchased a separate license and paid an additional license fee for each additional individual using the SOFTWARE. The SOFTWARE may be used solely to serve your internal business purposes. This license shall be to use the machine-readable object code only, and shall exclude any source code. A copy of the SOFTWARE stored on hard disk on a network server for the sole purpose of use by network workstations is not deemed to be in use on the network server. Only individuals designated as named users shall have to right to use the SOFTWARE, and you agree to establish a reasonable mechanism to assure that only those individuals designated as named users are using the SOFTWARE and that the number of named users does not exceed the number of licenses purchased. 3. COPYRIGHT. The SOFTWARE (including any images, “applets”, photographs, animation, video, audio, music, and text incorporated into the SOFTWARE) is owned by SpreadsheetGuys or its suppliers and is protected by Australia copyright laws and international treaty provisions. The SOFTWARE is licensed, and not sold. You acknowledge and agree that the entire right, title and interest in and to the SOFTWARE and accompanying written materials, including associated intellectual property rights, shall remain with SpreadsheetGuys. In the event you make suggestions to SpreadsheetGuys regarding new features, functionality, or performance that SpreadsheetGuys adopts for the SOFTWARE, such new features, functionality or performance shall become the sole and exclusive property of SpreadsheetGuys. SpreadsheetGuys retains all rights not expressly granted. 4. INSTALLATION OF SOFTWARE. You assume responsibility for selection of the SOFTWARE to achieve your intended results, and you are solely responsible for installation of the SOFTWARE and for acquisition of such equipment and software as may be necessary for operation of the SOFTWARE. 5. OTHER RESTRICTIONS. This is your evidence of license to exercise the rights granted herein and must be retained by you. You are not permitted to use the SOFTWARE or any related Application Programming Interface(s) (APIs) or any documentation relating thereto to develop any software product that is competitive with any SpreadsheetGuys software product. You may not copy the SOFTWARE, except that you may either (a) make one copy of the SOFTWARE solely for backup or archival purposes, provided that SpreadsheetGuys’s proprietary legends and copyright notices are reproduced on such copy, or (b) transfer the SOFTWARE to a single hard disk, provided that you keep the original solely for backup or archival purposes. You may not copy the written materials accompanying the SOFTWARE. You may, after written notification to and consent of SpreadsheetGuys store one (1) backup copy of the SOFTWARE at a third-party disaster recovery facility, provided that such third party agrees in writing to abide by the terms and conditions of this Agreement. You agree to maintain accurate records of the location of all copies, including archival copies, of the SOFTWARE. You may not rent, lease, reverse-engineer, decompile, disassemble, translate or publish the results of benchmark tests of the SOFTWARE. You may not use the SOFTWARE for service bureau work, for time-sharing arrangements or for the benefit of any third party. You agree to comply with the export laws and regulations of Australia to assure that the SOFTWARE is not exported, directly or indirectly, in violation of law. You may not use the SOFTWARE in controlling the operation of equipment in any nuclear facilities, aircraft navigation, communications or air traffic control, mass transit, medical equipment or weapons systems or in any other inherently dangerous application in which the failure of the products could lead directly to death, personal injury or severe physical or environmental damage. Your use of third party software products supplied by SpreadsheetGuys for use with the SOFTWARE, if any, shall be subject to the foregoing restrictions. You agree that you will not use such third party products in standalone mode or in combination with applications other than the SOFTWARE. 6. EXCLUSIVE REMEDY. Your sole and exclusive remedy for breach of the above warranty is that SpreadsheetGuys shall, if it receives written notice of such breach during the Warranty Period, at its sole option, either (a) correct or cure any reproducible defect in the SOFTWARE in breach of such warranty within a reasonable time by issuing corrected instructions, a restriction, or a bypass, or (b) refund the price paid by you for the SOFTWARE. In the event SpreadsheetGuys furnishes a correction or cure pursuant to clause (a), SpreadsheetGuys shall warrant such correction or cure for the remainder of the original Warranty Period or sixty (60) days, whichever is longer. OUTSIDE AUSTRALIA, THESE REMEDIES ARE NOT AVAILABLE WITHOUT PROOF THAT YOU ACQUIRED THIS COPY OF THE SOFTWARE FROM AN AUTHORIZED SOURCE. 7. LIMITATION OF LIABILITY. In no event shall SpreadsheetGuys or its suppliers be liable to you or any third party for indirect, special, incidental, economic, consequential or punitive damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information, liabilities to third parties arising from any source, or other pecuniary loss), regardless of the nature of the claim, arising out of the use or inability to use the SOFTWARE, even if SpreadsheetGuys has been advised of the possibility of such damages. In no event shall the liability of SpreadsheetGuys or its suppliers exceed the amount paid by you for the SOFTWARE. This limitation of liability is intended to apply without regard to whether other provisions of this Agreement have been breached or have proven ineffective. 8. INDEMNITY. You agree that you will indemnify and hold harmless SpreadsheetGuys and its affiliates from and against any and all damages, claims, costs and expenses (including reasonable attorneys’ fees) arising from your use or misuse of the SOFTWARE in a manner that causes a third party (or the government) to make a claim against SpreadsheetGuys as a proximate result of your actions or inactions. 9. AUDIT. SpreadsheetGuys may, at any time, either request a signed certification by you verifying that the SOFTWARE is being used in accordance with the terms of this Agreement and/or audit your use of the SOFTWARE to ensure compliance with the terms and conditions of this Agreement. Your use of third party software, if any, supplied by SpreadsheetGuys for use with the SOFTWARE is subject to the terms of this provision. The results of such audit(s) may be reported to the respective third party supplier. 10. CONFIDENTIALITY. You acknowledge and agree that: (i) the SOFTWARE and accompanying written materials are confidential; (ii) you will instruct and require all of your employees, agents, and contractors who have access to the SOFTWARE and accompanying written materials to maintain the confidentiality thereof; (iii) you will exercise the same degree of care, but not less than reasonable care, to safeguard the confidentiality of the SOFTWARE and accompanying written materials as you would exercise to safeguard the confidentiality of your own confidential property; and (iv) you will disclose the SOFTWARE and accompanying written materials only to those employees, agents or contractors required to have knowledge of same to perform their duties and whom have agreed in writing to abide by the confidentiality obligations of this Agreement. The foregoing confidentiality provisions shall not apply to any information which (i) you can demonstrate was in your possession prior to receipt, (ii) is or subsequently becomes publicly available without your breach of any obligation owed the disclosing party; (iii) is disclosed to you without restriction on disclosure by a third party who had the right to disclose such information, or (iv) you can demonstrate by written records was independently developed by you without reliance on the SOFTWARE or accompanying written materials. 11. TERM. This license is effective upon your completion of registration of the SOFTWARE with SpreadsheetGuys, and shall continue until terminated. You may terminate this license by returning the SOFTWARE, the third party software, if any, the accompanying written materials and all copies thereof to SpreadsheetGuys. SpreadsheetGuys may terminate this license upon the breach by you of any provision contained in this Agreement. Upon such termination by SpreadsheetGuys, you agree to return the SOFTWARE, the third party software, if any, the accompanying written materials and all copies thereof to SpreadsheetGuys. 12. INTERNATIONAL LICENSES. If you obtained this product outside Australia, you agree to the following: The parties confirm that it is their wish that this Agreement, as well as other documents relating to this Agreement, including notices, have been and shall be written in the English language only. 13. FORCE MAJEURE. Neither party shall be held responsible for any delay or failure in performance to the extent that such delay or failure is caused by fires, strikes, embargoes, explosion, earthquakes, floods, wars, water, the elements, labor disputes, government requirements, civil or military authorities, acts of God or by the public enemy, suspension or failure of necessary transportation systems, or other causes beyond its reasonable control. 14. MISCELLANEOUS. You may not assign, delegate or otherwise transfer this Agreement or your rights or obligations hereunder without the prior written consent of SpreadsheetGuys. Any attempted assignment of this Agreement without consent from SpreadsheetGuys shall be invalid and unenforceable. This is the entire agreement and understanding between you and SpreadsheetGuys with respect to the subject matter hereof, and supersedes all prior agreements, representations, negotiations, proposals and understandings, whether written or oral, including those made by sales representatives or dealers of SpreadsheetGuys, concerning the subject matter hereof. This Agreement may not be amended or modified except in writing and signed by authorized representatives of the party against whom the amendment is sought to be enforced. The terms and conditions of the Agreement shall control, and any different or additional terms or conditions set forth in any purchase order form or other document submitted by you shall be without force and effect. The waiver or failure by either party to claim a breach of any provision shall not be a waiver of a breach of any other provision or a subsequent breach of the same provision. The suppliers to SpreadsheetGuys of software included in the SOFTWARE shall be deemed third-party beneficiaries of this Agreement, to the extent permitted by law. Any notices required or permitted to be given to under this Agreement shall be in writing and delivered in person or sent by registered or certified mail, return receipt requested, if to SpreadsheetGuys, Suite 11, 6 Waruda Street, Kirribilli, NSW 2061, Australia; and if to you, addressed to your registered user at your registered address. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Any provision of this Agreement that is held to be invalid by a court of competent jurisdiction shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.