END USER LICENSE AGREEMENT

Effective Date: 2024-03-12

Introduction

This End User License Agreement ("EULA") is a legal contract between Accelerate Office GmbH, with registered office at Müligässli 3, 8593 Bottighofen Switzerland (including its subsidiaries, affiliates, and contractors, collectively "Us", "We", or "Our") and the individual or entity (along with their heirs, agents, successors, and assigns) authorized to use Accelerate Software ("You" or "Your").

Important notice: By downloading, installing, or using the Application, you accept this Agreement. The EULA is valid from the earliest of: clicking "I agree", or first using an Accelerate product ("Effective Date"). Agreement to the EULA, either on your behalf or for an entity, confirms you have the authority to bind that entity, in which case "You" and "Your" refer to said entity.

If you're using the Services as an individual consumer or simply navigating the Accelerate website, your access to and use of the Services are governed by the Accelerate Terms of Use.

Terms

The following capitalized terms shall have the meanings set forth below, provided that the singular includes the plural and vice-versa, and any gender shall include the other genders:

“Data” means any information, text, message, software, picture, sound, video, music and any library, data, content, or material transmitted or conveyed through the Accelerate Software and/or the related Services.

“Commencement Date” means any of the following moments, whichever occurs first: (i) Your express acceptance of this EULA; (ii) Your download and/or installation of the Accelerate Software;

“Force Majeure” means any act, event or cause, except about obligations to make payments, beyond the reasonable control of the Party affected by that force majeure including, without limitation, any act of God or any public enemy, fire, flood, explosion, landslide, epidemic, breakdown of or damage to plant, equipment or facilities, inability to obtain or unavailability of or damage to materials, ingredients or supplies, strikes, labour disputes, war, sabotage, riot, insurrection, civil commotion, national emergency and martial law, expropriation, restraint, prohibition, embargo, decree or order of any government, governmental authority or court.

“Intellectual Property Rights” or “IP Rights” means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to: trademarks, logos, trade names, patents and patent applications, utility models, inventions, discoveries, writings and other works of authorship, trade secrets, information that is not generally known to the public or that constitutes a trade secret under any applicable Law, Software (including, without limitation, data files, source code, object code, application programming interfaces, databases and other software-related specifications and documentation), advertising and promotional materials, as well as claims, causes of action and defenses relating to the enforcement of any of the foregoing. In each case above, “IP Rights” include also any registrations of, applications to register, and renewals and extensions of, any of the foregoing before or by any governmental authority in any jurisdiction.

“Law” means, collectively and indistinctly, any applicable local, state, national, and international laws, by-laws, rules, regulations, circulars, notifications, ordinances, protocols, codes, guidelines, policies, notices, directions, orders, decrees, judgments of courts, or other requirements of any governmental authority.

“Party” means either You or Us, while “Parties” means, collectively, both You and Us.

“Accelerate Software” means, collectively and indistinctly, Our “ Accelerate” proprietary Software. In particular, the said “Accelerate” Software has the following features: Accelerate provides an add-in solution for Microsoft Excel, aimed at enhancing efficiency, automation, and customization for users. 

“Personal Data” means any Data referring to an identified or identifiable natural person. “Personal Data Protection Laws” mean any applicable Law regarding the protection of Personal Data.

“Software” means, collectively and indistinctly, any software, including, without limitation, computer software, documentation (including, without limitation, standard product documentation, user and technical documentation, further documents that describe the standard functionalities thereof, etc.), tool, application, application programming interface (API), development libraries, user interfaces, component, user interface, appearance (including, without limitation, images, designs, fonts, etc.), code (including, without limitation, assemblers, applets, compilers, source code, source code listings, object code, plug-in, etc.), as well as any fixes, patches, updates or upgrades to such items.

“Third-Party Software” means, collectively and indistinctly, any Software developed, distributed or sold by an entity other than the Parties.

Sources, access, delivery and requirements

Authorized sources: You must lawfully acquire the Accelerate Software by purchasing, downloading or accessing it from Our website at https://accelerate-excel.com/download or from any of Our authorized resellers, partners or providers. In the latter case, You shall also comply with the terms and conditions of such resellers, partners or providers.

Access: Your access to the Accelerate Software is granted under the terms of this EULA.

Requirements: Only the Software running on the hardware and in the environment specified in the Accelerate Software’s documentation is unconditionally eligible for running the same, as well as for Our support and other services. You agree that You are solely responsible for these requirements, as well as for any needed changes, updates and fees.

Rights granted

Scope of the license: You agree that You will use the Accelerate Software only in connection with Your own normal internal commercial use, and You will not sell, lease, re-distribute, provide managed service, or otherwise provide or make available, either directly or via other means, or otherwise, the Accelerate Software to any third party.

Third-Party Software: You expressly acknowledge and accept that certain content, products and services available via the Accelerate Software may include Third-Party Software, as specified in the Accelerate Software’s documentation. All Third-Party Software is licensed to You under the terms of this EULA unless We provide other terms along with Accelerate Software’s documentation. We are not responsible for examining or evaluating the content or accuracy of the Third-Party Software nor provide any warranty, express or implied, concerning any Third-Party Software and expressly disclaim any warranty or condition of merchantability, fitness for a particular purpose, title, and non-infringement.

Reservation of rights: We expressly reserve all rights not granted to You in this EULA.

Your responsibilities

General responsibilities: You are entirely responsible for the use of the Accelerate Software and, to such purpose, You shall not use, encourage, promote, facilitate, instruct (or induce others to do the foregoing on) the Accelerate Software for any activity that violates any applicable Law or to transmit, store, display, distribute or otherwise make available any Data that is illegal or that would encourage or constitute a criminal or civil liability under any Law.

Data lawfulness: You undertake to have all the interest and title (including, without limitation, any related Intellectual Property Rights) in and to the Data that You may transmit, store, display, distribute or otherwise make available through the Accelerate Software, and that You are the sole responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness thereof. Without limiting the foregoing, You warrant and represent that such Data is fully compliant with any applicable Law. In no way whatsoever We will be responsible for any of such Data.

Updates: In case the Accelerate Software needs any updates as provided below, You expressly agree to install such updates as soon as they are available, bearing any and all the related costs, if any. You shall bear full risk of any loss or damage in case any updates are not properly and timely installed due to Your fault; We expressly disclaim any liability in such respect.

Export regulations compliance: You expressly acknowledge that You are not an entity targeted by any Law which provides economic sanctions, export controls, import regulations or trade embargoes, nor You are otherwise owned or controlled by, or acting on behalf of, any person or entity targeted or in any way affected by the foregoing. Furthermore, You expressly acknowledge that You will not download or otherwise export or re-export the Accelerate Software’s content, products or services or any related technical data directly or indirectly to any person or entity targeted by the aforementioned Law or for any end-use prohibited or restricted by such Law.

Indemnification: To any third party’s claim arising out of a violation of Your obligations under this Section “Your Responsibilities”, Sects. 1 and 2 of Indemnification below shall apply, in addition to any other rights or remedies afforded to Us under this EULA and/or as per the applicable Law.

Term and Termination

The agreement begins on the Commencement Date and continues until terminated. If you breach any terms and do not remedy within 10 days of notice, we may terminate the EULA. A 30-day trial period lets you evaluate the software; if you don't subscribe afterwards, access is restricted without liability for data or customization loss on our part. Termination ends your access to the software, and we may delete your account and data without liability for any losses.

The agreement remains active until terminated by either you or Accelerate Office GmbH. We can suspend or end the service or agreement at any time without notice or liability. The agreement ends immediately if you breach its terms. You can terminate by deleting the application and all its copies. Upon termination, you must stop using the application and delete all copies from your device.

To terminate this Agreement, the party wishing to terminate must notify the other party in writing. Notification must be sent via email to the address specified in the Contact Information section of this Agreement, or via postal mail to the registered address of the party. Termination will be effective immediately upon receipt of the notice by the other party unless otherwise specified in the notice.

Intellectual property rights

We hold and retain all and any title and interest in and to the Accelerate Software, as well as in any Intellectual Property Right associated with the same and, therefore, nothing in this EULA will be interpreted as a transfer, in whole or in part, of any IP Rights in and to the Accelerate Software to You or any other third party. Accordingly, You must not, and must not cause or permit others to: (i) remove or alter any Accelerate Software identification code, marking or notice from Us or Our licensors; (ii) copy, modify, adapt, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute or republish any part of the Accelerate Software; (iii) perform or disclose any benchmark or performance tests of the Accelerate Software or any associated infrastructure (such as, without limitation, network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, penetration testing, etc.); and (iv) license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit timesharing or service bureau use, or otherwise commercially exploit or make available the Accelerate Software to any third party.

Data Protection and Privacy

The Licensor is committed to protecting the privacy and security of the Licensee's personal data. The collection, use, and protection of personal data by the Licensor are governed by our Privacy Policy, which is incorporated herein by reference. The Privacy Policy outlines our practices concerning data processing, including but not limited to the collection, usage, storage, protection, and sharing of personal data, in compliance with applicable Personal Data Protection Laws, such as the General Data Protection Regulation (GDPR) for Licensees within the European Union. By agreeing to this EULA, the Licensee acknowledges they have read, understood, and agreed to the terms of the Privacy Policy, which is accessible on our website at https://www.accelerate-excel.com/privacy-policy. The Licensee's continued use of the Software signifies their ongoing agreement to be bound by the Privacy Policy as updated from time to time.

Warranty and liability

Limited warranty: THE Accelerate SOFTWARE IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE.

Disclaimer of Liability: IN NO EVENT SHALL WE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR PROFITS, BUSINESS INTERRUPTION, ETC.) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE Accelerate SOFTWARE, EVEN IF WE ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

Remedies: EXCEPT FOR CLAIMS WITH RESPECT TO FRAUD, DEATH OR PERSONAL INJURY, FOR WHICH NO LIMIT SHALL APPLY, IN NO EVENT – TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW – OUR LIABILITY SHALL IN THE AGGREGATE EXCEED CHF 1.

Mandatory legal provisions: Some jurisdictions do not allow certain limitations of warranty or liability, therefore some or all of the limitations above provided may not apply to You. In such case, the limitations provided herein shall be applicable to the fullest and maximum extent permitted by the applicable Law.

Indemnification

Indemnification: You shall indemnify and hold Us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arose by any claim made by any third party (including, without limitation, any agency, public administration, entities, etc.) against Us in connection with any of Your: (i) violation or breach of any term of this EULA; (ii) violation of any applicable Law, whether or not referenced herein; (iii) violation of any rights of any third party; (iv) use or misuse of the Accelerate Software.

Remedies: You expressly agree and acknowledge that any violation of Your obligations pursuant to this EULA may cause Us irreparable harm and damage, which may not be recovered at law. Therefore, You agree that Our remedies for breach of this EULA may be in equity by way of injunctive relief, as well as any other relief available, whether in law or equity.

Miscellaneous

Assignment: You are not allowed to assign this EULA or any rights hereunder, unless with Our previous written consent. Conversely, We are allowed, at Our sole discretion, to assign this EULA or any rights hereunder to any third party, without giving You any prior notice.

Force majeure: A Party shall not be responsible for any failure to perform due to any event of Force Majeure. In the event of any such delay, the affected Party will be excused from such performance to the extent it is delayed or prevented by such cause. However, the other Party may terminate this EULA forthwith on written notice if such Force Majeure condition continues for a period of sixty (60) days.

No implied waiver: Any tolerance or silence by Us, even if on a continuous and reiterated basis, in relation to any breach or default by You of any provision of this EULA shall not be considered as consent to such breaches and defaults and shall not affect the validity of the clause breached nor shall be construed as a waiver to any of the rights pertaining to Us pursuant to this EULA and/or the applicable Law.

Governing law and exclusive jurisdiction: This EULA is governed by the substantive and procedural Laws of Switzerland. Any dispute arising out of, or relating to, this EULA shall be submitted to the exclusive jurisdiction of the Commercial Court of St. Gallen, Switzerland.

Severability: Should any part of this EULA be declared illegal or unenforceable, the remaining portion will remain in full force and effect.

Amendments: The effective date of the last version of this EULA is written above. We have the right to amend this EULA at any time, and to change, delete, discontinue or impose conditions on the use of the Accelerate Software, in which case the new terms and conditions will supersede prior terms. Any changes will be effective after thirty (30) days from the time We first notify You about such changes via email and/or notifications while using the Accelerate Software and/or other reasonable means. Your continued use of the Accelerate Software following changes to this EULA after the effective date of a revised version thereof constitutes Your expressed acceptance of, and agreement to be bound by, this EULA as in force from time to time. If You do not accept modified EULA in part or full, You must terminate Your account and stop using the Accelerate Software before the change takes effect.