End-User License Agreement (EULA)

Please read this End-User License Agreement (“EULA”) carefully before downloading, installing, accessing, or using the Fangtooth software, including the Fangtooth Excel add-in and related desktop software components (collectively, the “Software”).

This EULA is a legal agreement between you (“You” or “Your”) and Fangtooth Analytics Inc. (“Fangtooth,” “Company,” “We,” “Us,” or “Our”), a corporation incorporated under the laws of Ontario, Canada.

By downloading, installing, accessing, or using the Software, you agree to be bound by this EULA. If You do not agree to this EULA, do not download, install, access, or use the Software.

If You are using the Software on behalf of a company, firm, organization, or other legal entity, you represent and warrant that You have authority to bind that entity to this EULA.

1. Relationship with Terms of Use and Privacy Policy

This EULA applies specifically to Your download, installation, and use of the Software.

Your access to and use of “Fangtooth Analytics” - collectively encompassing the Fangtooth website, subscription plans, the Excel Add-in, all associated installation packages (including .msi and .exe files), and related cloud-connected tools & functionality, AI-enabled functionality, support services, APIs, databases, and related services are also governed by Fangtooth’s Terms of Use, available at: Terms Of Use | Fangtooth Analytics Inc.

Fangtooth’s collection, use, disclosure, processing, retention, and protection of Personal Information and Customer Financial Data are described in Fangtooth’s Privacy Policy, available at: Privacy Policy | Fangtooth Analytics Inc.

The Terms of Use and Privacy Policy are incorporated into this EULA by reference.

If there is any conflict between this EULA and the Terms of Use, the Terms of Use will govern, except that this EULA will govern with respect to the license granted to download, install, and use the Software.

2. License Grant

Subject to this EULA, the Terms of Use, and payment of any applicable fees, Fangtooth grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to download, install, access, and use the Software solely for Your internal business or professional purposes.

This license allows You to use the Software only in accordance with this EULA, the Terms of Use, applicable documentation, and any applicable Subscription Plan or agreement with Fangtooth.

No ownership rights are transferred to You under this EULA.

3. License Restrictions

You may not, and may not permit any other person to:

• sell, resell, rent, lease, lend, distribute, sublicense, assign, transfer, or otherwise make the Software available to any third party except as expressly permitted by Fangtooth;
• copy, reproduce, modify, adapt, translate, or create derivative works of the Software;
• reverse engineer, decompile, disassemble, or attempt to derive the source code, underlying structure, algorithms, models, formulas, methods, or ideas of the Software, except to the extent expressly permitted by applicable law;
• remove, obscure, or alter any proprietary notices, labels, trademarks, copyright notices, or other rights notices in the Software;
• use the Software to build, train, benchmark, or improve a competing product or service;
• bypass, disable, or interfere with any security, licensing, authentication, access-control, usage-limit, or technical-protection feature of the Software;
• use the Software to upload, process, access, or transmit data that You do not have lawful authority to access, use, disclose, or process;
• use the Software in violation of applicable laws, regulations, professional obligations, or third-party rights;
• use the Software for safety-critical, emergency, medical, autonomous control, or other high-risk systems; or
• use the Software in any manner not expressly authorized by this EULA or the Terms of Use.

4. Ownership and Intellectual Property

The Software, including all software code, object code, source code, formulas, designs, layouts, interfaces, workflows, databases, APIs, documentation, models, algorithms, trademarks, service marks, logos, graphics, and related technology, is owned by Fangtooth or its licensors.

The Software is licensed, not sold.

Except for the limited licence expressly granted under this EULA, Fangtooth and its licensors retain all rights, title, and interest in and to the Software and related intellectual property.

You do not acquire any ownership interest in the Software by downloading, installing, accessing, or using it.

5. Customer Financial Data and Outputs

As between You and Fangtooth, you retain ownership of Your Customer Financial Data, subject to the Terms of Use and any applicable third-party rights.

Fangtooth does not claim ownership of Your Customer Financial Data.

The Software may generate analyses, summaries, formulas, text, charts, calculations, recommendations, reports, schedules, or other outputs (“Outputs”). Outputs may contain inaccuracies, omissions, or incomplete information and must be independently reviewed and verified before being relied upon.

Fangtooth does not provide accounting, legal, audit, tax, valuation, investment, or other professional advice through the Software or any Outputs.

Additional terms regarding Customer Financial Data, AI-enabled functionality, and Outputs are set out in the Terms of Use.

6. Updates and Changes

Fangtooth may provide updates, patches, bug fixes, modifications, improvements, or new versions of the Software from time to time.

Some updates may be required for continued use of the Software, security, compatibility, or access to certain features.

Fangtooth may modify, suspend, discontinue, or limit any feature or functionality of the Software in accordance with the Terms of Use.

Unless Fangtooth states otherwise, any updates or new versions of the Software are subject to this EULA and the Terms of Use.

7. Third-Party Platforms and Services

The Software may operate with or rely on third-party platforms, services, software, infrastructure, or integrations, including Microsoft Excel, Microsoft 365, cloud storage platforms, authentication providers, AI systems, or other Third-Party Services.

Fangtooth does not control and is not responsible for Third-Party Services, including their availability, performance, security, privacy practices, data handling, terms, or outputs.

Your use of Third-Party Services may be subject to separate terms, policies, and fees imposed by those third parties.

You are responsible for reviewing and complying with the terms and policies of any Third-Party Services You choose to use with the Software.

8. Microsoft AppSource and Microsoft Services

If You obtain the Software through Microsoft AppSource, Microsoft Marketplace, Microsoft 365, Microsoft Excel, or another Microsoft platform, you acknowledge that:

• this EULA is between You and Fangtooth, not Microsoft;
• Microsoft is not responsible for the Software, support, warranties, claims, privacy practices, data handling, or Your use of the Software;
• Microsoft has no obligation to provide maintenance or support for the Software; and
• Your use of Microsoft products or services remains subject to Microsoft’s own terms, policies, and requirements.

Nothing in this EULA limits or replaces any terms that apply between You and Microsoft.

9. Privacy

Fangtooth’s handling of Personal Information, Customer Financial Data, diagnostic information, crash reports, AI Content, and related data is described in Fangtooth’s Privacy Policy.

By using the Software, you acknowledge that You have read and understood the Privacy Policy.

You are responsible for ensuring that You have all necessary rights, consents, permissions, and lawful authority to process any data You use with the Software, including Customer Financial Data and any Personal Information contained in that data.

10. Termination

This EULA remains in effect until terminated.

Fangtooth may suspend or terminate Your license to use the Software if:

• You breach this EULA or the Terms of Use;
• You fail to pay applicable fees;
• Your use of the Software creates security, legal, operational, or reputational risk;
• Fangtooth is required to do so by law; or
• Fangtooth discontinues or materially modifies the Software.

Upon termination of this EULA, you must stop using the Software and, if requested by Fangtooth, uninstall and delete all copies of the Software in Your possession or control.

Termination of this EULA does not limit any rights or remedies available to Fangtooth under this EULA, the Terms of Use, or applicable law.

Sections that by their nature should survive termination will survive, including provisions relating to ownership, restrictions, disclaimers, limitation of liability, indemnification, governing law, and dispute resolution.

11. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FANGTOOTH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, SECURITY, COMPATIBILITY, AND AVAILABILITY.

FANGTOOTH DOES NOT WARRANT THAT:

• THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR AVAILABLE AT ALL TIMES;
• OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR YOUR PURPOSES;
• THE SOFTWARE WILL IDENTIFY ALL ISSUES, ERRORS, IRREGULARITIES, ANOMALIES, OR RISKS IN YOUR DATA;
• THE SOFTWARE WILL MEET ALL PROFESSIONAL, REGULATORY, OR LEGAL REQUIREMENTS APPLICABLE TO YOU; OR
• ERRORS OR DEFECTS WILL BE CORRECTED.

You are solely responsible for reviewing, validating, and verifying all Outputs, analyses, calculations, schedules, reports, and results generated using the Software before relying on them.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FANGTOOTH AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, LICENSORS, SERVICE PROVIDERS, AND AGENTS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COSTS OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THE SOFTWARE, THIS EULA, OR YOUR USE OF OR INABILITY TO USE THE SOFTWARE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FANGTOOTH’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SOFTWARE OR THIS EULA WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO FANGTOOTH DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Some jurisdictions do not permit certain exclusions or limitations of liability, so portions of this section may not apply to You to the extent prohibited by applicable law.

13. Indemnification

You agree to defend, indemnify, and hold harmless Fangtooth and its affiliates, officers, directors, employees, contractors, licensors, service providers, and agents from and against any claims, demands, actions, damages, losses, liabilities, costs, and expenses, including reasonable legal fees, arising out of or relating to:

• Your use of the Software;
• Your Customer Financial Data;
• Your breach of this EULA or the Terms of Use;
• Your violation of applicable laws, regulations, professional obligations, or third-party rights;
• Your use of Outputs, analyses, calculations, reports, schedules, recommendations, or other results generated through the Software; or
• Your submission, upload, processing, or use of data that You do not have lawful authority to access, use, disclose, or process.

Fangtooth reserves the right, at Your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. You agree to cooperate with Fangtooth’s defense of any such claim.

You may not settle any claim without Fangtooth’s prior written consent if the settlement imposes any obligation or liability on Fangtooth, requires Fangtooth to admit fault, or affects Fangtooth’s rights or interests.

14. Governing Law

This EULA is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.

You agree to submit to the exclusive jurisdiction of the courts located in Ontario, Canada for resolution of any dispute arising out of or relating to this EULA, the Software, or Your use of the Software.

15. Changes to this EULA

Fangtooth may modify or replace this EULA from time to time.

For material changes, Fangtooth will endeavor to provide reasonable advance notice, which may be provided by email, through the Website, through the Software, or by posting an updated version of this EULA.

Updated versions will be posted with a revised “Last Updated” date.

Your continued use of the Software after revised terms become effective constitutes Your acceptance of the updated EULA. If You do not agree to the updated EULA, you must stop using and uninstall the Software.

16. Contact Us

If you have questions regarding this EULA, you may contact us at: legal@fangtooth.tech.

Fangtooth will review EULA complaints, investigate where appropriate, and respond within a reasonable time. We may contact you for additional information if needed to understand or resolve your complaint.