VBA T&C Draft

2024-04-22 10:15 UTC gpt-4 Open in ChatGPT ↗

Creating a Terms & Conditions (T&C) document for sharing an Excel file containing VBA code is a great step to protect your intellectual property. Here are some key clauses that you might consider including in your T&C:

Introduction:
- Clearly define the purpose of the document and identify the parties involved. Specify the document pertains to the Excel file containing VBA code used by Spotify media planners and their clients.
License Grant:
- Specify that the file is provided on a license basis and not sold. Define the nature of the license (e.g., non-exclusive, non-transferable) and any limitations (e.g., use only by Spotify media planners and their respective clients).
Permitted Uses:
- Clearly define the intended use of the file, such as for media planning activities only. Specify that any use outside these defined purposes requires additional permission.
Prohibitions:
- Restrict users from decompiling, reverse-engineering, disassembling, or otherwise attempting to discover the source code.
- Prohibit altering, modifying, or creating derivative works from the file.
- Forbid the redistribution or sharing of the file or its code with third parties not outlined in the agreement.
- Prohibit claiming ownership or attributing the source code to anyone other than the rightful owner.
Intellectual Property Rights:
- State that all intellectual property rights, including copyright, in the file and its content, are owned by your company. Clearly state that these rights are protected by law.
Confidentiality:
- Require users to maintain the confidentiality of the file and its contents, treating it as proprietary information.
Warranties and Disclaimers:
- Disclaim any warranties regarding the file’s fitness for a particular purpose or its error-free operation.
- Clearly state that all use of the file is at the user’s own risk.
Indemnification:
- Require users to indemnify and hold harmless your company against any claims, damages, or legal fees arising from misuse of the file or breach of the terms.
Limitation of Liability:
- Limit your liability to the extent permitted by law for any issues arising from the use of the file.
Termination:
- Outline conditions under which the license may be terminated, such as violation of terms.
- Specify the procedure for termination and the handling of the file and any copies upon termination.
General Provisions:
- Include general legal provisions such as governing law, dispute resolution mechanisms, and the status of the agreement in relation to other agreements.
Amendment:
- Specify the process by which the agreement may be amended, ensuring both parties agree to any changes.
Acknowledgment of Understanding:
- Include a clause where the user acknowledges they have read, understood, and agree to the terms set forth.

Remember, it is highly recommended to have this document reviewed by a legal professional, especially one experienced in intellectual property law, to ensure that all

Certainly! Below is a draft of a Terms & Conditions document for the use of an Excel file with embedded VBA code. This draft includes the essential clauses tailored for your specific requirements but remember to have it reviewed by a legal professional to ensure full compliance with local laws and legal adequacy.

Terms & Conditions for the Use of Excel VBA File

1. Introduction This document outlines the Terms & Conditions (T&C) for the use of the Excel file containing Visual Basic for Applications (VBA) code (hereinafter referred to as “the file”) provided by [Your Company Name] to Spotify media planners and their respective clients for media planning purposes.

2. License Grant [Your Company Name] grants you a non-exclusive, non-transferable, limited license to use the file solely for internal business operations within Spotify media planning and with your clients as outlined in this agreement.

3. Permitted Uses You are permitted to use the file exclusively for the purpose of media planning activities as intended and communicated by [Your Company Name]. Any other use of the file not explicitly permitted by this T&C is prohibited without prior written consent from [Your Company Name].

4. Prohibitions You are expressly prohibited from:

Decompiling, reverse-engineering, disassembling, or otherwise attempting to discover the source code of the file.
Modifying, altering, or creating derivative works based on the file.
Redistributing, sharing, or transferring the file or its copies to any third parties not explicitly authorized under this agreement.
Claiming ownership or attributing the source code or any derivatives of the file to any entity other than [Your Company Name].

5. Intellectual Property Rights All intellectual property rights in and to the file and its content are owned by [Your Company Name]. These rights are protected by national and international intellectual property laws and remain the exclusive property of [Your Company Name].

6. Confidentiality You agree to maintain the confidentiality of the file and its contents and to treat it as proprietary information of [Your Company Name]. Unauthorized disclosure or use of this proprietary information is strictly prohibited.

7. Warranties and Disclaimers The file is provided “as is” without any warranties, express or implied, including but not limited to the warranty of fitness for a particular purpose. [Your Company Name] does not warrant that the file will operate error-free or that it is free of computer viruses or other harmful mechanisms.

8. Indemnification You agree to indemnify, defend, and hold harmless [Your Company Name] from and against any claims, damages, liabilities, and expenses (including attorneys’ fees) arising from your use of the file not in accordance with these T&C or your breach of these T&C.

9. Limitation of Liability [Your Company Name] shall not be liable for any direct, indirect, incidental, special, or consequential damages resulting from the use or inability to use the file.

10. Termination This license will terminate automatically if you violate any of these restrictions and may be terminated by [Your Company Name] at any time. Upon termination, you must destroy any downloaded materials in your possession whether in electronic or printed format.

11. General Provisions This agreement is governed by the laws of [Jurisdiction]. Any disputes related to this agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].

12. Amendment This agreement may only be amended in writing signed by both parties.

13. Acknowledgment of Understanding By using the file, you acknowledge that you have read this agreement, understand it, and agree to be bound by its terms and conditions.

Make sure to replace placeholders like “[Your Company Name]” and “[Jurisdiction]” with your actual company details and governing law specifics. Again, have this reviewed by a legal expert to tailor it precisely to your needs and legal requirements.

In that case, we can adjust the introduction and relevant sections to focus specifically on the VBA code, clarifying that the terms apply primarily to the code, not the entire contents of the Excel file. Here’s a revised version of the introduction and adjustments to sections that focus specifically on the VBA code:

Terms & Conditions for the Use of VBA Code in Excel File

1. Introduction This document sets forth the Terms & Conditions (T&C) for the use of the Visual Basic for Applications (VBA) code (hereinafter referred to as “the Code”) embedded within an Excel file provided by [Your Company Name] to Spotify media planners and their respective clients. This agreement covers only the Code used for media planning purposes and not any other contents of the Excel file.

2. License Grant [Your Company Name] grants you a non-exclusive, non-transferable, limited license to use the Code solely in accordance with these T&C and only within the provided Excel file for internal business operations conducted by Spotify media planners and their clients.

3. Permitted Uses You are authorized to use the Code exclusively within the provided Excel file for the intended purpose of media planning. The use of the Code outside the scope of the defined activities or in any other files without prior written consent from [Your Company Name] is strictly prohibited.

4. Prohibitions You shall not:

Extract, decompile, reverse-engineer, or disassemble the Code or attempt to access its source code.
Modify, alter, or create derivative works from the Code.
Distribute, share, or transfer copies of the Code or the Excel file containing the Code to unauthorized third parties.
Claim ownership of the Code or attribute it to any entity other than [Your Company Name].

5. Intellectual Property Rights All intellectual property rights in and to the Code are owned by [Your Company Name] and are protected by national and international intellectual property laws. These rights do not extend to other contents of the Excel file, which may be subject to separate terms or ownership.

6. Confidentiality You agree to keep the Code confidential, recognizing it as proprietary information of [Your Company Name]. You shall not disclose or use the Code beyond the scope permitted by this T&C.

7. Warranties and Disclaimers The Code is provided “as is” and [Your Company Name] disclaims all warranties, whether express or implied. No guarantee is made regarding the error-free or uninterrupted operation of the Code.

8. Indemnification You agree to indemnify and hold [Your Company Name] harmless from any claims, liabilities, or expenses arising from your unauthorized use of the Code or your breach of these T&C.

9. Limitation of Liability [Your Company Name] will not be liable for any indirect, incidental, or consequential damages arising from the use of the Code.

10. Termination This license may be terminated by [Your Company Name] upon any breach of these T&C by you. Upon termination, you must cease all use of the Code and delete any copies.

11. General Provisions This T&C is governed by the laws of [Jurisdiction], and any disputes will be resolved exclusively in the courts of [Jurisdiction].

12. Amendment Changes to this agreement require a written amendment signed by authorized representatives of both parties.

13. Acknowledgment of Understanding By using the Code, you acknowledge that you have read, understood, and agree to be bound by these terms and conditions.

This version clarifies that the focus is on the VBA code within the Excel file, distinguishing it from other contents of the file that are outside your intellectual property scope.

can you take this T&C document that you provided and make it a little more generic as if the product this T&C doc is referring to is a piece of software?

Terms & Conditions for File Sharing

Introduction This document outlines the Terms & Conditions (T&C) for the use of the Excel file generated by the [Generator App], containing Visual Basic for Applications (VBA) code and a c++ compiled library (hereinafter referred to as “the file”) provided by Uncharted Limbo Collective to Spotify media planners and their respective clients for media planning purposes.
License Grant Uncharted Limbo Collective grants a non-exclusive, non-transferable, limited license to use the file solely for internal business operations within Spotify media planning and with your clients as outlined in this agreement.
Permitted Uses You are permitted to use the file exclusively for the purpose of media planning activities as intended and communicated by Uncharted Limbo Collective. Any other use of the file not explicitly permitted by this T&C is prohibited without prior written consent from Uncharted Limbo Collective.
Prohibitions You are expressly prohibited from: Decompiling, reverse-engineering, disassembling, or otherwise attempting to discover the source code of the file. Modifying, altering, or creating derivative works based on the file. Redistributing, sharing, or transferring the file or its copies to any third parties not explicitly authorized under this agreement. Claiming ownership or attributing the source code or any derivatives of the file to any entity other than Uncharted Limbo Collective.
Intellectual Property Rights All intellectual property rights in and to the file and its content are owned by Uncharted Limbo Collective. These rights are protected by national and international intellectual property laws and remain the exclusive property of Uncharted Limbo Collective.
Confidentiality You agree to maintain the confidentiality of the file and its contents and to treat it as proprietary information of Uncharted Limbo Collective. Unauthorized disclosure or use of this proprietary information is strictly prohibited.
Warranties and Disclaimers The file is provided “as is” without any warranties, express or implied, including but not limited to the warranty of fitness for a particular purpose. Uncharted Limbo Collective does not warrant that the file will operate error-free or that it is free of computer viruses or other harmful mechanisms.
Indemnification You agree to indemnify, defend, and hold harmless Uncharted Limbo Collective from and against any claims, damages, liabilities, and expenses (including attorneys’ fees) arising from your use of the file not in accordance with these T&C or your breach of these T&C.
Limitation of Liability Uncharted Limbo Collective shall not be liable for any direct, indirect, incidental, special, or consequential damages resulting from the use or inability to use the file.
Termination This license will terminate automatically if you violate any of these restrictions and may be terminated by Uncharted Limbo Collective at any time. Upon termination, you must destroy any downloaded materials in your possession whether in electronic or printed format.
General Provisions This agreement is governed by the laws of [Jurisdiction]. Any disputes related to this agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].
Amendment This agreement may only be amended in writing signed by all parties (Uncharted Limbo Collective, FCB New York, Spotify).
Acknowledgment of Understanding By using the file, you acknowledge that you have read this agreement, understand it, and agree to be bound by its terms and conditions.

Certainly! Below is a more generic version of the Terms & Conditions document tailored for software that integrates both VBA and C++ compiled libraries, focusing less on the specifics of media planning and more on general software use.

Terms & Conditions for Software Use

1. Introduction This document outlines the Terms & Conditions (T&C) for the use of software developed by Uncharted Limbo Collective, which includes an Excel file containing Visual Basic for Applications (VBA) code and a C++ compiled library (hereinafter referred to as “the Software”). This Software is provided to authorized users for specified internal business operations.

2. License Grant Uncharted Limbo Collective grants a non-exclusive, non-transferable, limited license to use the Software solely for the authorized internal business operations as outlined in this agreement.

3. Permitted Uses You are permitted to use the Software exclusively for the operational purposes as intended and communicated by Uncharted Limbo Collective. Any other use of the Software not explicitly permitted by this T&C is prohibited without prior written consent from Uncharted Limbo Collective.

4. Prohibitions You are expressly prohibited from:

Decompiling, reverse-engineering, disassembling, or otherwise attempting to discover the source code of the Software.
Modifying, altering, or creating derivative works based on the Software.
Redistributing, sharing, or transferring the Software or its copies to any third parties not explicitly authorized under this agreement.
Claiming ownership or attributing the source code or any derivatives of the Software to any entity other than Uncharted Limbo Collective.

5. Intellectual Property Rights All intellectual property rights in and to the Software and its content are owned by Uncharted Limbo Collective. These rights are protected by national and international intellectual property laws and remain the exclusive property of Uncharted Limbo Collective.

6. Confidentiality You agree to maintain the confidentiality of the Software and its contents and to treat it as proprietary information of Uncharted Limbo Collective. Unauthorized disclosure or use of this proprietary information is strictly prohibited.

7. Warranties and Disclaimers The Software is provided “as is” without any warranties, express or implied, including but not limited to the warranty of fitness for a particular purpose. Uncharted Limbo Collective does not warrant that the Software will operate error-free or that it is free of computer viruses or other harmful mechanisms.

8. Indemnification You agree to indemnify, defend, and hold harmless Uncharted Limbo Collective from and against any claims, damages, liabilities, and expenses (including attorneys’ fees) arising from your use of the Software not in accordance with these T&C or your breach of these T&C.

9. Limitation of Liability Uncharted Limbo Collective shall not be liable for any direct, indirect, incidental, special, or consequential damages resulting from the use or inability to use the Software.

10. Termination This license will terminate automatically if you violate any of these restrictions and may be terminated by Uncharted Limbo Collective at any time. Upon termination, you must destroy any downloaded materials in your possession whether in electronic or printed format.

12. Amendment This agreement may only be amended in writing signed by all parties involved.

13. Acknowledgment of Understanding By using the Software, you acknowledge that you have read this agreement, understand it, and agree to be bound by its terms and conditions.

Replace placeholders such as “[Jurisdiction]” with the actual legal jurisdiction that governs the agreement. This generic version focuses on software use while maintaining the protective clauses essential for your IP and usage controls.

You’re right. The intended use should be clearly outlined within the document to avoid any ambiguity. If the software has a specific intended use, it’s important to state this clearly in the terms and conditions to ensure users understand the limitations and expectations of use. Here’s how you can modify sections 2 and 3 to clearly communicate the intended use of the software:

2. License Grant Uncharted Limbo Collective grants you a non-exclusive, non-transferable, limited license to use the Software solely for data analysis and reporting within the specific context of internal business operations at Spotify, as further detailed in Section 3. This license is restricted to use by Spotify media planners and their direct clients as outlined in this agreement.

3. Permitted Uses You are permitted to use the Software exclusively for data analysis and reporting purposes directly related to media planning activities. This includes, but is not limited to, the processing of media-related data, creation of media planning reports, and internal presentations to stakeholders. Any use of the Software beyond these stated purposes without prior written consent from Uncharted Limbo Collective is strictly prohibited.

These revisions clarify the specific intended uses of the software directly in the agreement, thus ensuring that all parties have a clear understanding of what is allowed under the terms provided. By specifying the activities for which the software can be used, you create a more enforceable agreement.

Certainly! To keep the intended use description more generic while still setting boundaries, you can phrase it in a way that broadly covers the functional scope without locking it into a specific type of activity. This approach allows flexibility in use while maintaining protection over the software. Here’s how you could adjust the terms to reflect a more general permissible use clause:

2. License Grant Uncharted Limbo Collective grants you a non-exclusive, non-transferable, limited license to use the Software solely for your internal business operations, subject to the terms outlined in this agreement.

3. Permitted Uses You are authorized to use the Software for general business operations, which includes data analysis, processing, and reporting tasks that support your internal business objectives. The Software is designed to assist in enhancing operational efficiency and decision-making within your organization. Any use of the Software outside these general purposes without prior written consent from Uncharted Limbo Collective is strictly prohibited.

This version uses broad terms like “general business operations” and “enhancing operational efficiency,” which can apply to a variety of activities without being overly specific. This allows the users some flexibility in how they apply the software to their business needs while still maintaining a framework that protects your intellectual property and restricts misuse.

For software specifically designed to create an audiovisual experience within Excel, it’s crucial to tailor the intended use clause to reflect this unique purpose. Here’s how you could phrase it to ensure clarity while maintaining protections for your software:

2. License Grant Uncharted Limbo Collective grants you a non-exclusive, non-transferable, limited license to use the Software solely for experiencing the audiovisual content generated by the Software, as detailed in Section 3. This license is provided under the terms outlined in this agreement.

3. Permitted Uses You are authorized to use the Software exclusively for the purpose of experiencing and interacting with the audiovisual presentations it generates within the Excel environment. This includes viewing, displaying, and interacting with the content for your personal or internal business entertainment, educational, or presentation purposes. Any replication, redistribution, modification of the software or its content, or use for public performances or installations without prior written consent from Uncharted Limbo Collective is strictly prohibited.

This version makes it clear that the software is intended for creating and interacting with audiovisual experiences within Excel, specifying that it is not intended for functional data processing or analysis but rather for engagement with multimedia content. This helps set the right expectations and limits, ensuring users understand the specific nature of the software’s use.

For software developed in the UK but distributed in Europe and the US, specifying a jurisdiction for legal matters can be a bit complex due to the differing legal frameworks in these regions. Generally, companies tend to choose the jurisdiction that is either where the company is headquartered or where the majority of their business operations occur. However, you can also choose a neutral jurisdiction that is agreeable to all parties involved.

In a general provisions clause, you can either specify a particular jurisdiction or provide a more flexible approach by allowing for arbitration in a mutually agreed-upon location. Here’s how you can articulate this in your terms:

11. General Provisions This agreement shall be governed by and construed in accordance with the laws of the United Kingdom. Any disputes arising out of or in connection with this agreement shall be resolved through arbitration in a location mutually agreed upon by both parties. The arbitration process shall be conducted in English and shall be governed by rules agreed upon at the onset of the arbitration process.

This phrasing opts for arbitration, which can be more flexible and less formal than court proceedings, and it allows the location to be decided mutually, adding a layer of convenience and fairness for international parties. It also specifies that English law will govern the terms of the agreement, which is standard when a UK company is involved. This approach can help manage legal expectations and procedures more smoothly across different jurisdictions.

If you prefer to specify a U.S. jurisdiction for the governing law and dispute resolution in your terms and conditions, you could choose a state that is commonly used for such agreements, like Delaware or New York. These states are popular choices due to their well-established legal frameworks and precedents for commercial law.

Here’s how you might word the jurisdiction clause to specify a U.S. jurisdiction:

11. General Provisions This agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the federal and state courts located in New York County, New York. Both parties consent to the venue and personal jurisdiction in these courts.

This clause clearly specifies that New York law will govern the terms of the agreement and that disputes will be handled exclusively within the specified location. By choosing a specific jurisdiction like New York, you benefit from a predictable legal environment, which can be advantageous for managing legal risks, especially with a software distributed internationally.

In the context of a Terms & Conditions (T&C) document intended for general public use or distribution to various businesses, the process for amendments typically doesn’t involve individual users or businesses signing the updated document. Instead, the T&C usually includes a clause specifying how changes will be communicated and implemented, and continued use of the software or service implies acceptance of these new terms.

Here’s how you can rephrase Section 12 regarding amendments to avoid the need for individual signatures while still ensuring that any changes to the terms are legally enforceable:

12. Amendment Uncharted Limbo Collective reserves the right to amend these Terms & Conditions at any time. All amendments to these Terms & Conditions will be posted on the official website and communicated to users via email or through the software interface. Your continued use of the Software after any such amendments signifies your acceptance of our revised Terms & Conditions.

This approach ensures that users are made aware of any changes, and their continued use of the software constitutes acceptance of the new terms. This method is widely used for digital products and services, allowing for efficient updates to terms without the logistical challenge of collecting signatures from every user.

Absolutely! Since the primary function of your software is to create an audiovisual experience rather than supporting typical business operations, the introduction should clearly reflect this unique purpose. Here’s a revised introduction that captures the intended use of your software as an immersive experience:

Introduction This document outlines the Terms & Conditions (T&C) for the use of software developed by Uncharted Limbo Collective, which includes an Excel file embedded with Visual Basic for Applications (VBA) code and a C++ compiled library (hereinafter referred to as “the Software”). The Software is designed to provide users with a unique audiovisual experience within the Excel environment. This immersive experience is intended for personal enjoyment, educational purposes, or enhancing presentations, and is provided to authorized users under the terms set forth in this agreement.

This version of the introduction emphasizes the experiential nature of the software and sets the appropriate context for the user, making it clear that the software is for creating and engaging with audiovisual content. This helps in setting the right expectations and reduces the likelihood of misuse or incorrect application of the software.