The Excel Plugin is made available subject to the Subscription Agreement entered into between the party set out in the relevant Subscription Agreement and the Provider, You are an Authorised User in accordance with the Subscription Agreement. In the event of any inconsistency between the terms of the Subscription Agreement and these Plugin Terms, these Plugin Terms shall take precedence to the extent of such inconsistency. All defined terms used but not defined in these Plugin Terms shall have the meaning given to them in the Subscription Agreement.
By accepting electronically (for example, clicking “I Agree” or a tick-box) or accessing or using the Excel Plugin, You agree to comply with and be bound by these Plugin Terms.
(a) Definitions. In these Plugin Terms:
(i) “Device(s)” means the computer or mobile device on which You and Your Authorised Users access and use the Services;
(ii) “Excel Plugin” means the API add-in for Excel desktop made available via Microsoft AppSource by the Provider for receiving a data feed of the Provider’s Services in Microsoft Excel;
(iii) “Plugin Data” means data made available in Microsoft Excel via the Excel Plugin and in accordance with the Subscription Agreement Services;
(iv) “Plugin Terms” has the meaning given to it set out above;
(v) “Subscription Agreement” means the agreement granting access to the Services entered into between You and the Provider;
(vi) “You” or “Your”, when used in these Plugin Terms, means an individual Authorised User under a Subscription Agreement that is using the Excel Plugin and Plugin Data.
2. Excel Plugin
(a) License and Access to the Excel Plugin.
(i) Subject to the terms of the Subscription Agreement, the Provider hereby grants to You a non-transferrable, non-exclusive license to access and use the Excel Plugin including downloading and installing the Excel Plugin, on your Devices.
(ii) The licence granted to You for use of the Excel Plugin is strictly limited to, and You shall only use the Plugin Data solely for Your internal business purposes.
(iii) You shall not grant sub-licences, in whole or in part, of any of the rights granted under these Plugin Terms, or sub-contract any aspects of exploitation of the rights licensed to You, without the Provider’s prior written consent.
(iv) The Provider may require the removal of, or updates or amendments to, the Excel Plugin and Plugin Data licensed to You under these Plugin Terms. You agree to promptly update or remove the Excel Plugin or and Plugin Data promptly (and within 48 hours) of the Provider’s request.
(v) As between the Provider and You, You shall, with respect to the Excel Plugin, be subject to all of the obligations, limitations and restrictions applicable to the Third Party Provider data made available via the Service.
(vi) Except for the rights expressly granted herein, these Plugin Terms do not transfer to You any right, title or interest in or to the Excel Plugin or any data made available via the Excel Plugin.
(vii) Your access to and use of the Excel Plugin is subject to (1) You having and maintaining all necessary licences, rights and consents necessary to use Microsoft Excel and install the Excel Plugin on your Device for use in Microsoft Excel; and (2) Your continued compliance with the terms of the Subscription Agreement and these Plugin Terms.
(b) Representations and Warranties. You represent and warrant as follows:
(i) You shall not: (i) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of the Excel Plugin; (ii) provide, lease or lend the Excel Plugin to any third party; (iii) remove any proprietary notices or labels displayed on or in the Excel Plugin; (iv) create adaptations, translations or derivative works of any part of the Excel Plugin; or (v) intentionally use the Excel Plugin for any unlawful purpose.
(ii) You shall not save or attempt to save, store, copy or download to an offline format, any Plugin Data.
(iii) Any Subscriber Data provided in connection with your download and use of the Excel Plugin will only contain personal data about Your or in respect of which You have obtained all necessary consents, authority and permissions, and have made all necessary disclosures and provided all notices, in each case as required by applicable laws in connection with the processing of any personal data as necessary for the proper use of Excel Plugin.
(iv) That there exists a valid and binding Subscription Agreement with Provider.
(v) You will only use Plugin Data for Your own purposes and as permitted in the Subscription Agreement. You will not share any Plugin Data with any other person or entity, including any other Authorised User under the Subscription Agreement.
(vi) You will not share any Plugin Data or derivatives of Plugin Data, directly or indirectly and whether in raw, aggregate or compiled form with any third party.
(vii) You will not, and will not attempt to, export any of the Plugin Data to any third party application or software, other than Microsoft Excel nor create a feed from the Plugin Data to any such application or software.
(c) Your Obligations and Rights. You acknowledge and agree that:
(i) Shared access and/or redistribution of the Plugin Data in its raw or derived format, beyond the Authorised User(s) is strictly prohibited;
(ii) You shall ensure that the Plugin Data is kept secure and You shall use the best available practices and systems to: (1) enforce the use restrictions of these Plugin Terms; and (2) prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Plugin Data;
(iii) Provider provides services necessary to access the Third Party Provider data; however, the Provider is not responsible for the accuracy of any Third Party Provider data and is not responsible for your reliance on any such data;
(iv) The Provider may update or amend certain aspects of the Services from time to time, which may include cessation of data feeds from certain Third Party Providers, or the inclusion of new data feeds from Third Party Providers (including in respect of any Plugin Data). The Subscriber shall have no remedy as against the Provider in respect of the cessation of a particular data set that is incorporated into the Services or Plugin Data;
(v) Any information or other materials You provide to the Provider (“Your Data”), including through the Excel Plugin, will be used for the purposes of providing and maintaining the Excel Plugin and otherwise performing the Provider’s obligations under these Plugin Terms and the Subscription Agreement;
(vi) The Provider will follow any directives from You with respect to the storage, modification, or deletion of Your Data, provided that these requests are delivered to the Provider at least fourteen (14) days in advance. The Provider may, in connection with these Plugin Terms and use of the Excel Plugin, generate data that is anonymized or aggregated so that it does not contain any information about an identifiable individual (for example, usage statistics);
(vii) If the Licensee becomes aware of any misuse of any Content, or any security breach in connection with this agreement that could compromise the security or integrity of the Content or otherwise adversely affect the Licensor, the Licensee shall, at the Licensee’s expense, promptly notify the Licensor and fully co-operate with the Licensor to remedy the issue as soon as reasonably practicable. The Licensor may suspend the Licensee’s rights under this agreement until the misuse or security breach is remedied; and
(viii) The Provider shall have the right to suspend an Your access to the Excel Plugin and any Plugin Data at any time if You fail to comply with the requirements of these Plugin Terms or the Subscription Agreement or any of the Provider’s policies relating to the use of its Services. The Provider will notify You if it has suspended an Your access, and the reasons for such suspension.
3. Term and Termination
(a) The Provider shall have the right to suspend Your access to the Excel Plugin and any Plugin Data at any time if You fail to comply with these Plugin Terms, the Subscription Agreement or any of the Provider’s policies relating to the use of its Services. The Provider will notify You if it has suspended Your access, and the reasons for such suspension.
(b) All of the Provider’s rights to terminate the Subscription Agreement shall apply equally to these Plugin Terms and Your use of the Excel Plugin.
(c) These Plugin Terms shall commence on the date accepted by You and shall continue until the later of: (i) the duration of your use of the Excel Plugin; (ii) the expiry or termination of the Subscription Agreement (howsoever arising); and (iii) the Provider’s withdrawal of the Excel Plugin.
(d) On termination or expiry of the Subscription Agreement or these Plugin Terms, for any reason, you shall immediately delete the Excel Plugin and all Plugin Data.
(a) For the purpose of these Plugin Terms, all Plugin Data shall be treated as Confidential Information as set out in the Subscription Agreement.
(a) Acknowledgement of Master Agreement. You acknowledge that You have been provided, or given access to, a copy of the Subscription Agreement it is Your responsibility to ensure You obtain and carefully read and understand the Subscription Agreement.
(b) Amendment. You acknowledge and agree that these Plugin Terms may be amended by the Provider from time to time on written notice to You.
(c) Independent Contractors. The relationship of the Parties hereunder shall be independent contractors. Nothing in this these Plugin Terms or the Subscription Agreement shall be construed so as to constitute a partnership between or joint venture of the Parties, nor shall any Party be deemed the agent of the other Party or have the right to bind the other Party in any way without the prior written consent of such Party.
(d) Power and Authority. Each Party represents and warrants that it has the power and authority and all governmental licences, authorizations, consents, registrations and approvals required as at the date hereof to enter into and perform its obligations under these Plugin Terms.
(e) Governing Law. These Plugin Terms shall be governed by the laws of England and Wales, without giving effect to conflict or choice of law principles.
(f) Dispute Resolution. In the event of a dispute between the Parties with respect to any matter arising out of or in connection with these Plugin Terms, the Parties shall follow the dispute resolution process set out in the Subscription Agreement.
(g) Notices. Any notice required to be sent or given to a Party shall be sent to the addresses set out in the Subscription Agreement.
(h) Waiver. No waiver of any provision of these Plugin Terms, or of any right or remedy hereunder, will be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder will constitute a waiver of any other right or remedy, or future exercise thereof.
(i) Severability. The terms of these Plugin Terms are severable, and in the event that any portion of these Plugin Terms is determined to be invalid or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted and the remainder of these Plugin Terms shall be given the fullest effect permitted.