Prompting Sheets Software License Agreement

This Prompting Sheets Software License Agreement (the “Agreement”) is made between Prompting Sheets (“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 Prompting Sheets 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 Prompting Sheets Google Sheets Addon, including modifications to the code.

2. License Types

Licensee may choose from the following license options:

Option 1: Free License

  • Provides limited features.
  • Allows use of the Software without any charges.

Option 2: Paid License

  • Provides full features.
  • Charged annually at a flat rate for up to 100 users.
  • Restricted to individuals working for or within a registered company with the purchase.

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.

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 [email protected] 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 Great Britain. Any dispute arising out of or in connection with this Agreement shall be resolved in the courts located in Great Britain.

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 Paid 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 Paid License allows for up to 100 individual users within the Licensee’s organization to access and utilize the Software.

Compliance Verification: 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 and adherence to third-party sharing restrictions.

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.