End User License Agreement for Excel Calendar Pro

END USER SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.

1. Acceptance and Agreement

BY USING THIS Excel Calendar Pro SPREADSHEET (the "Software") AND THE ASSOCIATED FILES AND WRITTEN MATERIALS (the "Documentation"), YOU AGREE THAT ALL OF THE TERMS AND CONDITIONS BELOW APPLY TO YOU AND ANYONE ELSE WHO USES THIS SOFTWARE, IF EITHER:
    * You click on the "Accept" button, or
    * Put a check in a box indicating that you have read this agreement and accept its terms, or
    *You copy, install, or use this software, or
    *You permit or enable others to copy, install or use this software.

IF YOU DO NOT AGREE, PLEASE TERMINATE DOWNLOAD AND INSTALLATION IMMEDIATELY; YOU MAY NOT USE THIS SOFTWARE.

2. License Grant

(a) "You" means the person or company who is being licensed to use the Software or Documentation. "We," "us" and "our" means TotalSheets, LLC.

(b) We hereby grant you a nonexclusive license to use one copy of the Software on any single computer, provided the Software is in use on only one computer at any time. The Software is "in use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer-for example, a hard disk, CD-ROM or other storage device.

(c) If the Software is permanently installed on the hard disk or other storage device of a computer (other than a network server) and one person uses that computer more than 80% of the time, then that person may also use the Software on a portable or home computer.

3. Restrictions

(a) The Licensee may not redistribute, sell, rent, lease, sublicense, or otherwise transfer rights to, any portion of the Software or Documentation.

(b) The Licensee may not remove, alter, or hide the original logo, trademarks, copyright, hyperlinks, disclaimers, terms of use, or other proprietary notices.

(c) The Licensee may not place the Software onto a server or computer so that it is accessible via a public network, such as the internet.

(d) The Licensee may not merge the Software into another program or create any derivative works of the Software or its documentation.

(e) The Licensee may not copy the Documentation or copy the Software except as indicated in the Commercial Use Grant.

(f) The Licensee may not reverse engineer, decompile, or disassemble the Software.

4. Title / Copyright

The Software and Documentation are protected by United States copyright laws and international treaties. We remain the owner of all right, title and interest in the Software and Documentation. You must treat the Software and Documentation like any other copyrighted material (a book for example). You agree to take all steps which are reasonably necessary to protect the Licensor's ownership rights to the Software in the conduct of Your licensed commercial activity with the Software, and will not take any action to jeopardize, limit or interfere in any manner with such rights.

5. Archival or Backup Copies

You may copy the Software for back up and archival purposes, provided that the original and each copy is kept in your possession and that your installation and use of the Software does not exceed that allowed in the "License Grant" section above.

6. Limited Warranty

We warrant that for a period of 60 days after delivery of this copy of the Software to you:

The media on which this copy of the Software is provided to you will be free from defects in materials and workmanship under normal use, and
The Software will perform in substantial accordance with the Documentation.

To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, or to make any additional warranties. This limited warranty gives you the specific legal rights. You may others, which vary from state/jurisdiction to state/jurisdiction.

7. Limited Remedy

Our entire liability and your exclusive remedy for breach of the foregoing warranty shall be, at our option, to either:

Return the price you paid, or
Repair or replace the Software or media that does not meet the foregoing warranty if you provide us with a copy of your Receipt Number.

8. Limitation of Liability

IN NO EVENT WILL TOTALSHEETS, LLC BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR ANY OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE SOFTWARE (EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR ANY MISTAKES AND NEGLIGENCE IN DEVELOPING THIS SOFTWARE, OR FOR ANY CLAIM BY ANY OTHER PARTY. THE ORGANIZATION, BUSINESS, OR PERSON USING THIS SOFTWARE BEARS ALL RISKS AND RESPONSIBILITY FOR THE QUALITY AND PERFORMANCE OF THIS SOFTWARE.

Somes states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation may not apply to you.

9. Term and Termination

This license agreement takes effect upon your use of the Software and remains effective until terminated. You may terminate it at any time by destroying all copies of the Software and Documentation in your possession. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to destroy all copies of the Software and Documentation in your possession. ALL DISCLAIMERS HEREIN SHALL SURVIVE TERMINATION.

10. Confidentiality

The Software contains trade secrets and proprietary know-how that belong to us and it is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS ALGORITHMS, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.

11. Disputes

(a) This license agreement shall be governed by, construed and enforced in accordance with the laws of the New Mexico, as it is applied to agreements entered into and to be performed entirely within such jurisdiction.

(b) To the extent You have in any manner violated or threatened to violate TotalSheets LLC and/or its affiliates' intellectual property rights, TotalSheets LLC and/or its affiliates may seek injunctive or other appropriate relief in any state or federal court in the State of New Mexico, and You consent to exclusive jurisdiction and venue in such courts.

(c) Any other disputes will be resolved as follows:
* If a dispute arises under this agreement, You and We agree to first try to resolve it with the help of a mutually agreed-upon mediator in the following location: Albuquerque, New Mexico. Any costs and fees other than attorney fees associated with the mediation will be shared equally by each of You and Us.
* If it proves impossible to arrive at a mutually satisfactory solution through mediation, You and We agree to submit the dispute to binding arbitration at the following location: Albuquerque, New Mexico, under the rules of the American Arbitration Association. Judgment upon the award rendered by the arbitration may be entered in any court with jurisdiction to do so.

12. General Provisions

(a) This written license agreement is the exclusive agreement between You and Us concerning the Software and Documentation and supersedes any prior purchase order, communication, advertising or representation concerning the Software.

(b) This license agreement may be modified only by a writing signed by You and Us.

(c) In the event of litigation between You and Us concerning the Software or Documentation, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.

(d) You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.