END USER LICENSE AGREEMENT – EPPLUS

Last updated: January 20, 2020.

This End User License Agreement (“EULA”) is made between you and EPPlus Software AB (CID 559205-1980), Skattegårdsvägen 360, 162 45 Stockholm, Sweden (“EPPlus Software”), and governs your use of EPPlus Version 5 or later (the “Software”).

By downloading and using the Software, you agree to be bound by the terms of this EULA.

If you accept this EULA on behalf of a company or other legal entity, you warrant that you have full legal authority to accept the terms and conditions on behalf of such company or other legal entity, and to legally bind such company or other legal entity.

1 INTELLECTUAL PROPERTY

EPPlus Software owns all intellectual property rights to the Software, a .NET library that reads and writes Excel files using the Office Open XML format. You may not use the Software other than pursuant to the terms of this EULA. Noncommercial use is exclusively regulated by the Polyform Noncommercial license. Polyform Noncommercial license is a separate written agrement.

2 GRANT OF LICENSE

EPPlus Software grants you a non-exclusive, non-transferable, limited and revocable subscription license to access, download, install, copy, make available (see 3.4), distribute as part of your own product and use the Software, subject to the terms of this EULA.

You do not acquire any ownership to the Software as result of your subscription license. You are, inter alia, not entitled to sell, rent or otherwise convey the Software.

3 CONDITIONS

3.1 Payment

Your right to use the Software under this EULA is preconditioned on payment of the subscription fees as set out in Section 5 (“Payment Terms”).

3.2 Permitted Use

The Software may only be used by you, or persons in your organization, and only by the number of persons that your current subscription covers.

3.3 No Modifications

You may not make any modifications to the Software.

3.4 Not Offering The Software as a Service

You may not offer the Software, or what substantially constitutes the Software, as a service other than as a minor feature of your own service.

3.5 Confidentiality of Credentials

You must maintain the confidentiality of any credentials issued to you upon signing up for a subscription to the Software.

3.6 EPPlus Software’s Corporate Name

You may not use EPPlus Software’s corporate name in your marketing or otherwise without EPPlus Software’s prior written approval.

4 SUPPORT

EPPlus Software offers subscribers support through its online platform. You acknowledge and confirm that EPPlus Software’s ability to provide adequate support is dependent on development decisions made by the Microsoft Corporation, which are outside of EPPlus Software’s control. EPPlus Software’s support undertaking does not include other versions of the Software than the second most current minor version distributed in object code form by EPPlus Software through NuGet starting from version 5. EPPlus does not support any modified version of the Software.

EPPlus Software will strive to provide an initial response regarding issues within 48 hours of submission. Before being entitled to receive any support, you must give EPPlus Software all necessary information that is requested in the support form and that may otherwise be reasonably required to resolve your issue.

You are not eligible for support during such free trial period as may be granted from time to time.

5 PAYMENT TERMS

Payment of subscription fees shall be made in advance of taking the Software into use. Subscription fees will be charged automatically upon subscription renewal.

The current subscription fees are described in the price list (https://epplussoftware.com/LicenseOverview). EPPlus Software may change the subscription fees in accordance with the procedure set out in Section 9 (“Changes and Acceptance”). Any change in the subscription fees will take effect at the start of a new period.

Payments are processed by a third party. Your payment is therefore subject to the current terms and conditions of that third party.

6 PERSONAL DATA

EPPlus Software is the data controller for the processing of personal data necessary for administrating subscriptions. All processing of personal is performed in accordance with applicable data protection or privacy laws, including the general data protection regulation (EU) 2016/679 and EPPlus Software’s privacy policy.

7 WARRANTY DISCLAIMER

THE SOFTWARE IS PROVIDED ON A “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE SOFTWARE IS FREE OF DEFECTS, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE IS WITH YOU. EPPLUS SOFTWARE DOES NOT WARRANT TO RECTIFY THE SOFTWARE SHOULD IT PROVE DEFECTIVE IN ANY RESPECT, NOR WILL EPPLUS SOFTWARE INDEMNIFY THE COSTS OF ANY CORRECTION PERFORMED BY YOU OR BY A THIRD PARTY.

8 LIMITATION OF DAMAGES

UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL BASIS, WHETHER TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL EPPLUS SOFTWARE BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM EPPLUS SOFTWARE’S NEGLIGENCE TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

9 CHANGES AND ACCEPTANCE

EPPlus Software may make changes to this EULA and the subscription price list. EPPlus Software will provide you with a notice on our website or by email in reasonable time before the changes enter into force.

Your continued use of the Software after the changes have entered into force will constitute acceptance of the changes. If you do not wish to accept the changes, you may terminate your subscription using the subscription dashboard on our website, effective on the date the changes have been announced to enter into force.

10 TERM

10.1 Term

This EULA applies for the duration of your subscription.

You may cancel your subscription at any time.

EPPlus Software may terminate this EULA immediately if you violate any of the conditions in Section 3 (“Conditions”) or otherwise materially breach this EULA. Should EPPlus Software decide to cease operations, it may terminate this EULA. In such case, at least one month’s notice will be given and you will not be entitled to a refund for any remaining subscription period.

10.2 Renewal

Your subscription will be renewed automatically unless terminated before the expiration of your current subscription period. EPPlus Software may also offer subscriptions that require your explicit opt-in before renewal.

If you increase the number of users covered by your subscription, you start a new subscription period. The subscription fees attributable to your remaining subscription period before the increase will be credited on the next withdrawal or invoice.

If you decrease the number of users covered by your subscription, your change will take effect at the beginning of the next subscription period.

10.3 Survival

Terms that by their nature are intended to continue to apply shall survive termination.

11 ENTIRE AGREEMENT

This EULA represents the complete agreement concerning your use of and subscription to the Software.

12 ASSIGNMENT

EPPlus Software may assign its rights and obligations under this EULA.

You may assign your rights and obligations under this EULA only to a subsidiary or affiliate, or in connection with any sale or transfer of all or substantially all of your business or assets, and only provided that the assignee assumes all of your obligations.

13 GOVERNING LAW AND DISPUTE RESOLUTION

This EULA shall be governed by and construed in accordance with the laws of Sweden, excluding its conflicts of law rules.

Any dispute between EPPlus Software and you shall exclusively be submitted to Stockholm District Court, Sweden.