This Terms of Use (“Agreement”) describes the terms and conditions governing your use of the ProformaFC (defined below) website and its associated services. By purchasing a ProformaFC Product from ProformaFC, LLC (“ProformaFC”), you acknowledge and represent that you have read, understand, and agree to the terms and conditions as set forth in the Agreement.
ARTICLE 1 DEFINITIONS
1.1 Microsoft Excel® means the spreadsheet software owned and licensed by Microsoft Corporation that is used to access the ProformaFC Product. This Agreement does not provide or otherwise include a Microsoft Excel license.
1.2 ProformaFC Product means the ProformaFC spreadsheet and database workbook that is accessible using Microsoft Excel, that comprises a tailored financial modeling tool, and that is comprised of content protected by intellectual property laws, including but not limited to the embedded ProformaFC Product manual.
1.3 User means an authorized user of the ProformaFC Product.
ARTICLE 2 LICENSE GRANT AND RESTRICTIONS
2.1 License Grant. The ProformaFC Product is protected by copyright, trade secret, and other intellectual property laws. You are only granted certain limited rights to use the ProformaFC Product and ProformaFC reserves all other rights in the ProformaFC Product not granted to you in this Agreement. As long as you comply with the terms and conditions of this Agreement and meet any applicable payment obligations, ProformaFC grants you a personal, limited, non-exclusive, nontransferable, revocable license to use the ProformaFC Product, including to access or print reports derived from the authorized use of the ProformaFC Product; provided, however that you shall not delete any proprietary notices embedded or incorporated into the ProformaFC Product. The license also includes the right to modify the ProformaFC Product in order to meet the specifications of your particular project. The license is limited to one individual User. The User must have a license to Microsoft Excel to access the ProformaFC Product. No license to Microsoft Excel is included in or otherwise authorized or granted by this Agreement. Except as otherwise permitted under the copyright laws of the United States, no other copying, distribution, redistribution, transmission, publication, or use, other than the use of the ProformaFC Product as permitted by this Agreement, is permitted by you without the express prior written permission of ProformaFC, which permission may be withheld in ProformaFC’s sole discretion. This license is perpetual for as long as you abide by the terms and conditions of this Agreement. Any violation or breach of this Agreement will result in the immediate termination and revocation of the license granted herein.
2.2 Restrictions. By virtue of the license grant above and the agreed to terms and conditions set forth in this Agreement, you agree not to use the ProformaFC Product in a manner that violates any applicable law, regulation, or this Agreement. You shall not copy, distribute, publicly display, sell, trade, transfer, lease, rent, or resell the ProformaFC Product, or make the ProformaFC Product available on the internet or any file-sharing or application hosting service.
2.3 Refunds & Returns. All sales of digital products and services are final upon delivery of the product. Due to the nature of digital goods, no refunds, returns, or exchanges will be provided once the product or service has been delivered. By completing your purchase, you acknowledge and agree to the terms and conditions of this Agreement. If you have questions prior to purchase, please contact ProformaFC for clarification.
ARTICLE 3 ANALYST SUPPORT
3.1 Additional Support. Additional analyst support beyond the purchase of the model is available for $200.00 per hour. Please email ProformaFC Support at cameron@proformafc.com to schedule the appropriate consulting teleconference and arrange for payment of services.
ARTICLE 4 DISCLAIMERS, WARRANTIES, AND LIABILITY LIMITATIONS
4.1 No Advice. Nothing in the ProformaFC Product constitutes investment, financial, legal, tax, or other advice, and the ProformaFC Product should not be relied upon in making (or refraining from making) any decision. You are responsible for your financial decisions. Nothing in the ProformaFC Product should be construed as a solicitation or offer from us – or recommendation from us – to acquire or dispose of any real estate property or to engage in any other transaction. ProformaFC shall not be liable for any losses, costs, damages, or claims in connection with, arising from, or related to your use of the ProformaFC Product. ProformaFC urges you to obtain the advice of financial advisors, insurance agents, brokers, attorneys, accountants, and/or other qualified professionals who are fully aware of your individual circumstances before you make any decisions. You acknowledge and agree that you rely on your own judgment and that of such advisors. ProformaFC is not a financial institution, insurance provider, mortgage broker, attorney, accountant, or any other professional service provider.
4.2 No Warranties. THE PROFORMAFC PRODUCT IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, PROFORMAFC AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, NON-INTERFERENCE, SYSTEM INTEGRATION, AND ACCURACY OF DATA. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. PROFORMAFC AND ITS AFFILIATES DO NOT WARRANT THAT YOUR USE OF THE PROFORMAFC PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE. PROFORMAFC IS NOT THE PROVIDER OF, AND MAKES NO WARRANTIES WITH RESPECT TO, ANY THIRD-PARTY OFFERINGS. NO REPRESENTATION OR WARRANTY IS MADE THAT THE PROFORMAFC PRODUCT PROVIDES COMPREHENSIVE OR ACCURATE INFORMATION. PROFORMAFC DOES NOT MAKE ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES REGARDING YOUR USE OF THE PROFORMAFC PRODUCT. THE PROFORMAFC PRODUCT IS PROVIDED ONLY AS A GENERAL SELF-HELP TOOL, AND YOUR USE OF SUCH TOOL IS DONE AT YOUR OWN DISCRETION AND RISK. RESULTS DEPEND ON MANY FACTORS, INCLUDING THE ASSUMPTIONS AND DATA THAT YOU PROVIDE. WE DO NOT GUARANTEE THEIR ACCURACY OR APPLICABILITY TO YOUR CIRCUMSTANCES. ANY CALCULATIONS ARE INTENDED TO PROVIDE ILLUSTRATIVE EXAMPLES BASED ON YOUR ASSUMPTIONS AND YOUR DATA INPUTS.
4.3 Limitation Of Liability. USE OF THE PROFORMAFC PRODUCT IS AT YOUR OWN RISK. IN NO EVENT WILL PROFORMAFC OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE, AND EVEN IF PROFORMAFC WAS ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROFORMAFC TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT EXCEED THE PRICE PAID FOR THE PROFORMAFC PRODUCT DURING THE TWELVE MONTHS PRIOR TO SUCH CLAIM. YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND PROFORMAFC, THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF PROFORMAFC AND THE EXCLUSIVE REMEDY WITH RESPECT TO THE USE OF THE PROFORMAFC PRODUCT.
4.4 Indemnification. To the extent permitted by applicable law, you agree to defend, indemnify, and hold harmless ProformaFC, its affiliates, officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorneys’ fees) arising from, in connection with, or related to: (1) your use of the ProformaFC Product, (2) your violation of any term of this Agreement, and (3) your violation of any third-party right, including without limitation any copyright, property, or privacy right. These indemnification obligations will survive the termination of this Agreement and the license granted herein.
ARTICLE 5 MISCELLANEOUS
5.1 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be transferred and/or assigned by ProformaFC without restriction.
5.2 Choice of Law and Forum. This Agreement is subject to and will be construed in accordance with the laws of the State of Florida excluding its rules regarding conflicts of law. You agree that any claim or dispute relating to this Agreement must be resolved exclusively by a state or federal court located in Hillsborough County, Florida. You agree to submit and consent to the personal jurisdiction of the courts located in Hillsborough County, Florida for the purpose of litigating any claims relating to this Agreement.
5.3 Irreparable Harm. You acknowledge that irreparable harm would result from any breach of this Agreement, that monetary damages alone would not provide adequate relief for any such breach, and that ProformaFC will be entitled to an equitable remedy, including but not limited to injunctive relief, in addition to monetary damages and any other relief to which it is entitled.
5.4 No Third-Party Beneficiaries. Nothing herein, express or implied, shall give or be construed to give to any person, other than the User, any legal or equitable rights hereunder.
5.5 Entire Agreement. You acknowledge and agree that this Agreement constitutes the full, complete, and entire agreement and that there are no other representations, covenants, warranties, or agreements that are not expressly set forth herein.
5.6 Severability. In the event that any term of this Agreement is held to be invalid or unenforceable, such term or terms shall be null and void and shall be severed from this Agreement. All remaining terms of this Agreement shall remain in full force.