END USER LICENSE AGREEMENT – EPPLUS Commercial use
Last updated: May 20, 2021.
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.
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.
EPPlus Software undertakes not to use your corporate name in marketing or otherwise without your prior written approval.
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.
6 PAYMENT TERMS
Payment of subscription fees shall be made in advance of taking the Software into use. Fees for some offers will be charged automatically upon subscription renewal as further specified for those offers.
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. The third party engaged at the time by EPPlus Software to process Your payment will be advertised on https://epplussoftware.com/ or otherwise specified.
7 PERSONAL DATA
8 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.
9 LIMITATION OF DAMAGES
THE AGGREGATE LIABILITY OF EACH PARTY WITH RESPECT TO THIS EULA (OTHER THAN WITH RESPECT TO YOUR OBLIGATION TO PAY FEES) SHALL BE LIMITED THE FEES PAID OR OWED BY YOU DURING THE PREVIOUS SIX (6) MONTHS, OR, IN THE EVENT THAT YOUR SUBSCRIPTION PERIOD HAS NOT LASTED SIX (6) MONTHS, TO THE AMOUNT THAT WOULD HAVE BEEN PAID OR OWED FOR SUCH PERIOD GIVEN YOUR AVERAGE MONTLY SUBSCRIPTION FEE PAID OR OWED. 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.
10 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.
This EULA applies for the duration of your subscription.
You may cancel your subscription at any time effective at the end of your current subscription period.
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 but you will not be entitled to a refund for any remaining subscription period.
11.2 Renewal of Subscriptions From EPPlussoftware.com
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.
11.3 Renewal of Subscriptions Purchased From Resellers
Subscriptions purchased from resellers will not be automatically renewed. EPPlus Software will endeavour to notify reseller prior to your subscription lapsing for the purpose of Reseller issuing an extension quote for your consideration.
Terms that by their nature are intended to continue to apply shall survive termination.
EPPlus Software will, within the limitation of liability set out in Section 9 above, indemnify and hold you harmless from any third-party claim brought against you that the Software infringes, or misappropriates any U.S. patent, copyright, trademark, trade secret, or other intellectual property rights of a third party, provided:
(i) use of the Software by you is in conformity with this EULA;
(ii) the infringement is not caused by modification or alteration of the Software; and/or
(iii) the infringement was not caused by a combination or use of the Software with products not supplied by EPPlus Software.
EPPlus Software’s indemnification obligations are contingent upon you:
(i) promptly notifying EPPlus Software in writing of the claim;
(ii) granting EPPlus Software sole control of the selection of counsel, defence, and settlement of the claim; and
(iii) providing EPPlus Software with reasonable assistance, information and authority required for the defence and settlement of the claim.
This Section states EPPlus’ entire liability with respect to indemnification to you and shall be your sole and exclusive remedy.
13 ENTIRE AGREEMENT
This EULA represents the complete agreement concerning your use of and subscription to the Software.
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.
15 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.