Software and Tools End-user License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY. 

BY RECEIVING, CLICKING "ACCEPT", "PAY WITH CARD", USING, DOWNLOADING AND/OR INSTALLING CPG GROWTH ACADEMY™ SOFTWARE, MARGIN VELOCITY PLANNER™ SOFTWARE, MARGIN VELOCITY ACCOUNTING™ SOFTWARE OR OTHER SPREADSHEET, TEMPLATE AND DOCUMENT TOOLS AVAILABLE DIRECTLY VIA UPSCALABILITY, LLC AND/OR VIA CPG GROWTH ACADEMY PORTALS, UPSCALABILITY.COM OR MARGINVELOCITY.COM WEBSITES (COLLECTIVELY, "SOFTWARE"), YOU (the "LICENSEE") ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

1. LICENSE

UpScalability, LLC ("UpScalability") grants Licensee a limited, revocable, nonexclusive, nontransferable, non-assignable, non-sublicensable license to use the Software for Licensee's own internal business use during the Term (as defined below).

2. TERM

The Term of this license shall coincide with the term of your specific agreement or subscription period or in the case of free tools and software for the period in use and in possession of those tools and software.

3. SCOPE OF USE

Licensee shall not modify or create derivative works based upon the Software.  Licensee shall not disassemble, decompile, reverse engineer or translate the Software, nor shall Licensee encourage or knowingly allow others to do so.  Licensee shall not sell, rent, lease, license, sublicense, display, modify, time share, outsource or otherwise transfer the Software to any third party.  Licensee agrees that it will not use, or knowingly allow others to use, the Software or any related data for the purpose of providing professional consulting services to any third party, creating computer software which is competitive with the Software, and it will not furnish any information, data or copies of the Documentation to any third party to assist in the creation or design of competitive computer software.  Additionally, Licensee shall not allow any third party to use Licensee's installed software or License Keys to access the Software.  The obligations of Licensee under this section 3 (Scope of Use) shall survive termination of this Agreement.

4. OWNERSHIP

UpScalability is the owner and/or licensee of the Software and the associated documentation (the "Documentation"), including without limitation the code, proprietary algorithms, methods, concepts, logic and program architecture embodied in such Software.  UpScalability reserves all rights not expressly granted to Licensee. 

5. TERM AND TERMINATION

UpScalability may terminate this Agreement immediately, and without prior notice or demand at any time for any reason.  Upon termination, Licensee's right and license to use the Software shall immediately cease and Licensee shall uninstall and destroy all copies of the Software and delete all copies of the Software from Licensee's computers and data storage devices.  Any refund available to Licensee shall be governed by Licensee's UpScalability website terms and conditions..

6. SOFTWARE WARRANTY DISCLAIMER

UPSCALABILITY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE INSTALLATION, USE OR PERFORMANCE OF THE SOFTWARE. THE SOFTWARE IS MADE AVAILABLE TO LICENSEE "AS IS" AND "AS AVAILABLE" BASIS. YOU EXPRESSLY AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK. UpScalability does not represent or warrant that your use of the Software will achieve or enable you to achieve any business or financial result or outcome; or that your business will be successful.  UpScalability makes no representations, guarantees, or warranties regarding the accuracy, reliability, availability of the Software or that the Software will be uninterrupted or error-free.

7. LIMITATION OF LIABILITY

UPSCALABILITY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ASSUMES NO RESPONSIBILITIES WHATEVER WITH RESPECT TO LICENSEE'S INSTALLATION AND USE OF THE SOFTWARE OR THE PERFORMANCE OF THE SOFTWARE.  IN NO EVENT SHALL UPSCALABILITY, INCLUDING ITS LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, BE RESPONSIBLE OR LIABLE TO LICENSEE OR ANY OTHER THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS OR OTHER ECONOMIC LOSS OR DAMAGE WITH RESPECT TO THE SOFTWARE REGARDLESS OF LEGAL THEORY.

UPDATED: DECEMBER 18, 2023