SheetMagic Software License Agreement
This SheetMagic Software License Agreement (the “Agreement”) is made between CV Ventures LLC, a Wyoming company (“Licensor”), and the person or entity agreeing to these terms (“Licensee”).
1. License Grant
Subject to the terms and conditions of this Agreement, Licensor grants to Licensee a non-exclusive, non-transferable license to use the SheetMagic software (“Software”) for the number of users specified in the applicable purchase order or invoice. A “user” is defined as any individual who has access to the SheetMagic Google Sheet, including modifications to the code.
2. License Types
Licensee may purchase one of the following license types:
- Single User License: Allows one user to access the Software.
- Multi-User License: Allows a specified number of users to access the Software.
- Unlimited User License: Allows unlimited users within an organization to access the Software. The Licensee may share with employees and contractors but you cannot share with any third parties outside of the Licensee’s business entity.
- Agency Unlimited User License: Specifically designed for service providers, this license permits the sharing of the Software with the Licensee’s clients, under the following conditions:
- Customer Relationship: The Software may only be shared with individuals or entities that are active, paying customers of the Licensee. Sharing the Software with individuals or entities that are free members or recipients of only free services from the Licensee is strictly prohibited.
- Service Integration: The Software must be part of a service package for which the client is paying the Licensee. It cannot be offered as a standalone product or included as part of a free service package.
- Compliance and Liability: Licensees are responsible for ensuring their clients agree to comply with the terms of this Agreement. Any breach of the Agreement by a client will be deemed a breach by the Licensee.
- No Resale: The Software cannot be resold or redistributed outside of the specific services the Licensee provides to its clients.
3. License Restrictions
Licensee shall not:
- Rent, lease, loan, or sell access to the Software to any third party.
- Modify, adapt, or create derivative works based on the Software.
- Reverse engineer, decompile, or disassemble the Software.
- Use the Software for any illegal purpose, or in violation of any applicable laws or regulations.
Unlimited User License Restrictions:
- Licensee is responsible for ensuring compliance with this Agreement by all users within their organization and is liable for any breach of this Agreement by any of its authorized users.
- If the Licensee has the Agency Unlimited License, they may share the Software with clients outside of their organization but cannot promote the Software as included with the purchase of other products or resell the Software in any form.
- Any attempt to sell, transfer, assign, or sublicense the Software outside of Licensee’s organization is considered a material breach of this Agreement and may result in termination of the license and potential legal action by the Licensor.
Third-Party Usage Restrictions:
The Unlimited User License permits the sharing of the Software with third parties outside of the Licensee’s organization under the following strict conditions:
- Customer Relationship: The third party with whom the Software is shared must be an active, paying customer of the Licensee. Sharing of the Software with free members of the Licensee’s services or groups, or with individuals or entities that solely receive free services from the Licensee, is strictly prohibited.
- Service Integration: The sharing of the Software must be integral to a service for which the third party is paying the Licensee, and not presented as a standalone offering.
- Compliance and Liability: Licensees choosing to share the Software with their customers must ensure that such customers agree to comply with the terms of this Agreement. The Licensee remains liable for any breach of this Agreement by any third party with whom the Software is shared.
- No Resale or Redistribution: The Software cannot be resold, redistributed, or otherwise offered to third parties as a standalone product or part of a package not directly related to the Licensee’s paid services.
4. Ownership
Licensor retains all rights, titles, and interests in the Software, including all intellectual property rights. Licensee acknowledges that no ownership interest in the Software is transferred under this Agreement, nor does this Agreement grant any rights to Licensor’s trademarks or service marks.
5. Support
Licensor will provide reasonable technical support to Licensee regarding the Software. Licensee may contact Licensor at https://sheetmagic.ai/get-in-touch with any questions or issues.
6. Upgrades
From time to time, Licensor may release upgrades or new versions of the Software. Licensee may be required to pay additional fees to access these upgrades, unless otherwise specified in the applicable purchase order or invoice.
7. Payment
Licensee shall pay Licensor the applicable license fees in accordance with the payment terms specified in the applicable purchase order or invoice.
8. Term and Termination
This Agreement shall remain in effect until terminated by either party. Licensor may terminate this Agreement immediately if Licensee breaches any of the terms or conditions of this Agreement. Upon termination, Licensee shall immediately cease using the Software and destroy all copies of the Software in their possession.
9. Warranty Disclaimer
THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. Limitation of Liability
LICENSOR SHALL NOT BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. Any dispute arising out of or in connection with this Agreement shall be resolved in the state or federal courts located in the United States, Wyoming.
12. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, understandings, or representations between the parties. This Agreement may not be modified or amended except in writing signed by both parties.
13. Assignment
Licensee may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Licensor. Any attempted assignment or transfer in violation of this section shall be null and void.
14. Severability
If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
15. Waiver
No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions of this Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
16. Fair Use Policy
The Unlimited User License, while providing access to an expansive user base, is subject to a Fair Use Policy to ensure the responsible and compliant use of the Software. Under this policy:
- User Limit: The Unlimited User License initially allows for up to 9999 individual users within the Licensee’s organization to access and utilize the Software. This limit is established to prevent abuse and ensure optimal performance and service quality for all users.
- Additional Users: Licensees who wish to extend the Software’s access to more than 9999 users must submit a formal request to the Licensor for approval. This request process is necessary to ensure that the expansion aligns with the terms of the license agreement and the intended use of the Software.
- Compliance Verification: Upon receiving a request for additional users, the Licensor reserves the right to conduct a review of the Licensee’s compliance with the license agreement. This review is designed to verify that the Licensee adheres to all terms and conditions, including but not limited to the proper use of the Software, adherence to third-party sharing restrictions, and any applicable usage limitations.
- Approval and Adjustment: If the Licensor determines that the Licensee is in full compliance with the license agreement and that the request for additional users is justified, the Licensor may approve the extension. The Licensor reserves the right to adjust the terms of the license agreement as necessary to accommodate the additional users, ensuring continued fairness and usability for all parties involved.
Licensees are encouraged to plan their user needs in advance and engage with the Licensor promptly should they anticipate requiring access for more users than the stated limit. The Licensor is committed to supporting the Licensee’s growth and operational needs within the bounds of the Fair Use Policy.