Download Spreadsheet Auditor (Excel 2010 – 32 Bit)

END-USER LICENSE AGREEMENT
FOR SPREADSHEET AUDITOR^TM

IMPORTANT – PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING OR USING ANY SOFTWARE FROM SPG VENTURES LLC, DBA GRAY BOX SOFTWARE (HEREINAFTER “GRAY BOX”).　 CLICKING ON THE “I ACCEPT” BUTTON BELOW OR DOWNLOADING OR USING ANY SOFTWARE FROM GRAY BOX INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS.　 IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, CLICK THE “I DO NOT ACCEPT” BUTTON BELOW AND DO NOT DOWNLOAD OR USE OUR SOFTWARE.

We at Gray Box are happy that you have elected to use this version of Spreadsheet Auditor™ software.　 However, Gray Box licenses the Software Product (defined below) to you only upon the condition that you accept all of the terms contained in this Agreement. You should carefully read the terms and conditions set forth below before downloading or using any software or information provided by Gray Box.

This End-User License Agreement (“Agreement”) is a legal agreement between you, either an individual or a single entity (hereinafter, “you” or the “Licensee”) and　 Gray Box for use of the Spreadsheet Auditor™ software, including the computer software and its associated samples, templates, media and related online or electronic documentation, and any modifications, updates or supplements to such materials that may be provided to you by Gray Box (collectively, “Software Product”).

1. GRANT OF LICENSE, TERMS OF USE.

(a) Gray Box hereby grants Licensee a limited, non-exclusive, non-transferable license to use the Software Product for the term of this Agreement, in object code format only, on a single computer within the United States.　 You hereby acknowledge and agree that the Software Product is licensed and not sold under this Agreement.

(b) This Agreement does not convey to you an interest in or to the Software Product, but only a limited right of use revocable in accordance with the terms of this Agreement.

The Software Product is protected by copyright laws, trademark laws, trade secret laws, and international copyright treaties, as well as other intellectual property laws and treaties.　 Any right not expressly granted to you by this Agreement is hereby expressly reserved by Gray Box. Failure to abide by the terms of this Agreement will subject Licensee to prosecution under such laws and treaties.

(c) You hereby acknowledge and agree to use the Software Product in a manner consistent with any and all applicable laws, rules and regulations as well as the terms and conditions set forth in this Agreement, on Gray Box’s Internet website and in documentation accompanying and/or contained within the Software Product.　 As a condition of your use of the Software Product, you warrant to Gray Box that you will not use the Software Product for any purpose that is unlawful or prohibited by these terms and conditions.　 Gray Box may terminate your access to and use of the Software Product at any time in the event that you breach any of the provisions of this Agreement.

(d) All rights in and to the Software Product and any and all copies thereof, including, but not limited to, all Intellectual Property rights embodied therein, belong to Gray Box (or certain third party licensors of Gray Box).　 For purposes of this Agreement, Intellectual Property shall mean any and all know-how, inventions (whether patentable or not), patents, copyrights, models, designs, methods, trademarks and service marks (together with the goodwill related thereto), trade dress, trade secrets, and any other industrial or intellectual property, as well as any and all applications and registrations for any of the foregoing.

(e) Licensee’s use of the Software Product shall be limited to a single computer, and Licensee may not under any circumstances transfer the Software Product to a computer other than the one to which it was directly downloaded from Gray Box’s Internet website.　 Licensee shall not copy the Software Product, except that Licensee may copy the Software Product for the sole purpose of making a single backup copy, if such right is mandated by applicable law, as long as all Intellectual Property and other notices are reproduced and included on the backup copy and such backup copy is not used by any person other than Licensee and is not distributed or transferred to any third party.

(f) The Software Product is licensed as a single product.　 Its component parts and associated media and documentation may not be separated for use separately on the same computer or on more than one computer.

2. OBJECT CODE AND PROTECTION OF PROPRIETARY RIGHTS.

(a) The Software Product is delivered in object code format only.　 Licensee shall not modify, translate, reverse engineer, reproduce, decompile, or disassemble, or create derivative works based on, the Software Product or merge any portion of the Software Product into another program, without the express permission in writing from Gray Box.　 Licensee shall not remove or alter any proprietary notices, labels, branding, or marks on or contained in the Software Product or the related documentation.　 This Agreement shall automatically terminate in the event of such unauthorized conduct.

(b) Licensee may not distribute, rent, lease, loan, resell, or transfer the Software Product to any third party or load or use the Software Product on a network, server, or multi-user system to provide multiple users access to or use of the Software Product.　 This Agreement shall automatically terminate in the event of such unauthorized conduct.

(c) To the extent that Licensee modifies any of the configurable templates contained in the Software Product, it shall disclose such fact in connection with the use of any printout, file or other documentation generated using the Software Product or any discussion of the Software Product.

3. TERM.

(a) This Agreement is effective as of the earliest date (i) you clicked the “I ACCEPT” button below, (ii) you downloaded the Software Product, and/or (iii) you used the Software Product and shall continue until terminated as provided herein.

(b) Licensee may terminate this Agreement at any time by deleting and destroying all copies of the Software Product in its possession.

(d) Upon termination of this Agreement for any reason, Licensee’s license shall immediately terminate and Licensee shall delete and destroy all copies of the Software Product in its possession.　 All provisions of this Agreement relating to disclaimers of warranties, limitation of liability, remedies or damages, and Gray Box’s proprietary rights shall survive such termination.

4. CONDITIONS OF USE FOR SOFTWARE.

(a) Licensee hereby acknowledges and agrees that (i) Licensee may use the fully functioning Software Product free of charge for 30 days, and (ii) unless Licensee enters a license code prior to the end of such 30 day period the Software Product shall automatically shut down and terminate Licensee’s ability to use the Software Product after such 30 day period. Thereafter, the use and functionality of the Software Product may only be restored by entering a license code.

(b) Licensee shall use the Software Product and may provide comments and feedback to Gray Box during the term of this Agreement.　 Licensee agrees that Gray Box shall own all right, title and interest in any and all comments, feedback and suggestions for improvement of the Software Product and its components, regardless of the format in which they may be provided to Gray Box, and that Gray Box shall not be obligated to pay any royalties or other fees to Licensee in connection with the provision of comments and feedback, or for Gray Box’s use of such information in connection with the development, marketing or sale of its products.

(c) You are responsible for providing all computer and other equipment and facilities necessary or desirable for use of the Software Product.　 You hereby acknowledge and agree to inform Gray Box of any errors, difficulties or other problems with the Software Product that you may encounter during installation and use.

(d) Gray Box makes no representations concerning the completeness, accuracy or operation of the Software Product, including whether or not the templates contained in the Software Product are suitable for Licensee’s business purposes.　 THE FUNCTIONALITY OR USE OF THE SOFTWARE PRODUCT IS OR MAY BE RESTRICTED OR LIMITED.　 Gray Box assumes no liability that may arise out of Licensee’s use or inability to use of the Software Product.　 It is hereby acknowledged and agreed that Gray Box will not be obligated to fix reported errors, provide support or consultation, or to make the Software Product available to others.

5. LIMITATIONS ON WARRANTY / LIABILITY.

(a) Gray Box makes no warranties as to the Software Product.　 Gray Box does not warrant (nor are there any third party warranties) that the Software Product, or any of the functions, examples or templates associated therewith, will meet any requirements of Licensee, that use and operation of the Software Product, including the embedded templates, will be error-free, or that the Software Product will perform any specific functions.

(b) Licensee hereby acknowledges and agrees that Gray Box is under no obligation to fix any defects or provide a replacement copy of the Software Product.　 In the event that there is a defect in the Software Product, Licensee hereby acknowledges and agrees that Licensee’s exclusive remedy shall be the provision of a replacement copy of the Software Product via download if Gray Box is providing replacement copies of this version at the time the replacement copy is requested.　 To receive a replacement for a defective copy, Licensee shall contact Gray Box at support@grayboxsoftware.com .

(c) Licensee hereby acknowledges and agrees that the Software Product’s handling of data is subject to the likelihood of human and machine errors, omissions, delays, and losses, including inadvertent loss of data or damage to media, that shall give rise to loss or damage. Gray Box shall not be liable for any such errors, omissions, delays, or losses. Licensee is solely responsible for adopting reasonable measures to limit the impact of such problems, including backing up data, and adopting procedures to ensure the accuracy of input data; examining and confirming results prior to use; and adopting procedures to identify and correct errors and omissions, replace lost or damaged media, and reconstruct data. Licensee is also solely responsible for complying with all local, state, and federal laws pertaining to the use and disclosure of any data.

(d) YOU UNDERSTAND THAT THE USE OF THE SOFTWARE PRODUCT IS COMPLETELY AT YOUR OWN RISK. EXCEPT AS PROVIDED ABOVE, THE SOFTWARE PRODUCT IS PROVIDED “AS IS” WITHOUT INDEMNIFICATION OR WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, AND THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE PRODUCT IS WITH LICENSEE. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.　 IN THAT EVENT, ANY IMPLIED WARRANTIES MANDATED BY APPLICABLE STATE LAW ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF DELIVERY OF THE SOFTWARE PRODUCT.

(e) GRAY BOX’S SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IS THE REPLACEMENT OF DEFECTIVE COPIES OF THE SOFTWARE PRODUCT PROVIDED THAT GRAY BOX ELECTS TO GENERALLY RELEASE A REPLACEMENT DOWNLOADABLE COPY OF THE SOFTWARE PRODUCT TO FIX ANY ALLEGED DEFECT.　 IN NO EVENT WILL GRAY BOX BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES, ANY LOSS OF DATA, INTERUPTION OF BUSINESS, OR LOSS OF PROFITS OR COST SAVINGS, ARISING OUT OF LICENSEE’S USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT (OR ANY COMPONENT THEREOF), WHETHER SUCH ALLEGED DAMAGES ARE ALLEGED IN TORT, CONTRACT, OR INDEMNITY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, EVEN IF GRAY BOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY. THE LIMITATIONS SET FORTH IN THIS SECTION APPLY TO ALL LEGAL THEORIES AND CAUSES OF ACTIONS AND CLAIMS, INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION AND OTHER TORTS, AND CLAIMS UNDER ANY STATUTE OR REGULATION, WHETHER FEDERAL, STATE, OR OTHERWISE. THE PARTIES ACKNOWLEDGE AND ACCEPT THE REASONABLENESS OF THE DISCLAIMERS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION.

(f) You will, at your own expense, indemnify and promptly reimburse Gray Box for the defense of, and hold Gray Box and Gray Box’s officers and employees harmless from and against, any and all claims, actions, liabilities, losses, damages, judgments, grants, costs and expenses (including attorneys’ fees) arising out of injury or death to persons, or damage to property, resulting from or pertaining to your use of the Software Product or use by anyone who uses the Software Product using your license or any violation of this Agreement, whether or not occasioned by your or their negligence or misconduct.

6. INTELLECTUAL PROPERTY.

(a) All rights, in Intellectual Property or otherwise, not expressly granted herein are reserved by Gray Box.　 This Agreement does not grant any rights in connection with any trademarks or service marks owned by Gray Box or any third party.

(b) All Intellectual Property rights in and to the Software Product (including but not limited to copyrights in any computer code, images, templates, animations, audio, music, forms, text and “applets” incorporated into the Software Product) and the accompanying written materials are either (i) owned by Gray Box, its subsidiaries and affiliates, or (ii) licensed by Gray Box from third parties.　 If the Software Product contains documentation that is provided in electronic form, Licensee may print one copy of such electronic documentation.

7. GENERAL PROVISIONS.

(a) Gray Box reserves the right to change the terms, conditions, and notices under which the Software Product is offered, or may be used by Licensee, without notice.

(b) The Software Product shall not be exported or re-exported by Licensee in violation of any export provisions of the United States of America or any other applicable jurisdiction.　 Licensee may not sublicense, assign or transfer this Agreement, or any of its rights or obligations hereunder, without Gray Box’s prior written consent, which may be withheld in Gray Box’s sole discretion.　 Any attempt to sublicense, assign or transfer the Software Product or any of Licensee’s rights, duties or obligations hereunder shall be void ab initio.

(c) This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of New York, as applied to agreements entered into and to be performed entirely within New York between New York residents.　 You consent and submit to the exclusive jurisdiction and exclusive venue of the courts (State and Federal) located in the State of New York, County of New York in connection with any controversy arising under this Agreement or its subject matter.　 You hereby waive any objection you may have in any such action based on lack of personal jurisdiction, improper venue or inconvenient forum.

(d) If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement shall be enforced to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.

(e) This Agreement constitutes the entire agreement between the parties with respect to the use of the Software Product, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.　 No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of Gray Box.

LICENSEE HEREBY ACKNOWLEDGES AND AGREES THAT LICENSEE HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.　 LICENSEE FURTHER AGREES THAT THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN LICENSEE AND GRAY BOX, AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.