Terms of Service Preview

1. Introduction

This Terms of Service (the “Agreement”) governs your use of the Whoa Excel Add-In (the “Whoa Add-in”). By clicking on the “Agree” (or similar button or checkbox), you agree to be bound by the terms of this Agreement.

🚨 The Whoa Add-In works only on Microsoft Excel for Windows Desktop. It is not compatible with Excel for Mac or Excel on the Web. Some employers may impose additional IT restrictions.

You may download the Compatibility Test Workbook to confirm your system can run the add-in and surface any restrictions early.

2. Individual vs. Corporate Use

You may use the Whoa Add-In freely under the Individual plan — including for professional work, commercial projects, or anything else you choose. There are no feature limits, time limits, or usage caps for individual users.

However, if the add-in becomes part of your organization’s normal operations, a Corporate plan is required. A simple rule of thumb:

If new hires would reasonably be expected to install the add-in to perform their job, the organization must be on a Corporate plan.

If you’re unsure which category applies, reach out to [email protected] and we’ll help clarify. If you come forward proactively, there will be no penalty for past usage that didn’t align with the correct category.

3. License Grant and Permitted Use

3.1 Scope of License.
Subject to your compliance with this Agreement, Whoa Systems grants you a limited, non-exclusive, non-transferable, revocable license to download, install, and use the Whoa Add-In on your own machines, for creating, editing, and sharing Excel workbooks in connection with your business activities.

This license applies solely to the Whoa Add-In software itself—not to the Excel files you create using it, which may be freely shared with others. However, recipients of your workbooks must obtain their own authorized access to the Whoa Add-In in order to make full use of its features, just as they would need Excel itself to use any macro-enabled workbook.

3.2 Permitted Use.
You may:

• Install the Whoa Add-In on up to 4 machines that you personally use.
• Use the Whoa Add-In at work or at home, provided such use complies with this Agreement.
• Share Excel workbooks you create using the Whoa Add-In freely with anyone.

NOTE: Workbooks created by a Corporate Member using company hardware are likely the property of the employer. Ownership depends on your employment agreement and applicable state law. If you intend to transfer such workbooks off company systems, you should first obtain written permission from your employer.

3.3 Restrictions.
You may not:

• Distribute, sell, rent, lease, or sublicense the Whoa Add-In or your Whoa API key
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Whoa Add-In
• Modify, adapt, translate, or create derivative works based on the Whoa Add-In
• Remove, alter, or obscure any proprietary notices on the Whoa Add-In
• Use the Whoa Add-In for any illegal purpose or in violation of any applicable laws
• Use the Whoa Add-In to develop competing products or services

4. API Keys and Authentication

4.1 Key Issuance and Use
Each user is issued a unique API key, which is required to activate and use the Whoa Add-In. This key is personal and may be used on up to four (4) distinct machines. Keys are stored securely in your Windows registry upon first entry. You may reset your key from your account profile at any time.

4.2 Authorization Requirements
Use of the Whoa Add-In requires a valid API key associated with either the Individual plan or an applicable Corporate plan. No one other than the assigned user may use the key.

4.3 Misuse and Enforcement
API keys must never be shared, posted publicly, embedded in code, or redistributed. Misuse may result in suspension or permanent removal of access. You are responsible for all usage tied to your key.

4.4 Corporate Invitations and Formerly Removed Users
Corporate Owners may invite users to access the Whoa Add-In under their plan. Invited users do not need to share an organization or domain. However, users previously removed or banned by Whoa Systems may not be reinstated under any plan, even via a new sponsor.

4.5 Responsibility for Corporate Members
Corporate Owners are not automatically liable for every action taken by their invited users. However, if widespread abuse occurs under a Corporate plan—such as key sharing, automated redistribution, or use of activation bypass tools—Whoa Systems may suspend or remove access for the plan as a whole. Corporate Owners are expected to invite responsibly.

5. Subscription and Payment Terms

5.1 Plan Types and Access
Whoa Systems offers two plan types: Individual and Corporate. Both provide the same core technical capabilities — the difference is scale:

• Individual Plan: Authorizes one user to use the Whoa Add-In on up to 4 machines.
• Corporate Plan: Authorizes multiple users, each with their own API key, each valid on up to 4 machines.

Corporate plans are purchased and managed by a single subscriber (“Corporate Owner”). Owners may invite users regardless of organization domain. Owners may optionally assign up to two “Corporate Ambassadors” who can add or remove members but cannot access billing or subscription settings.

This Agreement applies to the Corporate Standard plan, billed at $79.99 per month, and covers use of 50 API key(s).

If your version of the plan includes a subscription fee, billing applies as described in the following sections. If the plan is designated as free, no payment is required unless you later upgrade.

5.2 Billing (Paid Plans Only)
For paid plans, billing is processed through Stripe and renews automatically each month. You may cancel at any time before the next renewal cycle. Except where noted under Refunds for Installation Issues, payments are non-refundable.

5.3 Refunds for Installation Issues (Paid Plans Only)
If you are unable to install or activate the Whoa Add-In, you may request a refund within one (1) week of purchase. Email [email protected] with a screenshot or reasonable details. Refunds apply only when installation is technically impossible despite following the Compatibility Test Workbook and support steps.

5.4 Fee Changes (Paid Plans Only)
Pricing for paid subscriptions may change in the future. Any changes will be communicated in advance and apply only to future billing periods.

5.5 Early Adopter Price Shield (Paid Plans Only)
If this clause appears in your Agreement at signup, your subscription price is locked for as long as the subscription remains continuously active. Annual adjustments may occur based on CPI-U or 2% (whichever is greater). If the subscription lapses or is canceled, the shield ends, and any future reactivation uses the then-current pricing.

5.6 Cancellation (Paid Plans Only)
You may cancel a paid subscription at any time. Cancellation prevents future billing but does not trigger a refund for the current cycle. Cancellation is managed through your Stripe customer portal.

5.7 End of Subscription (Paid Plans Only)
When a paid subscription ends, associated API keys remain active until the end of the current billing period. After that period, features requiring paid authorization will stop functioning. If a Corporate Owner ends their subscription, access ends for all invited members at that same time.

5.8 Billing Communications
You agree that Whoa Systems may contact you with subscription, billing, account, or product-relevant notices as part of the service.

6. Support and Updates

6.1 Support Availability
Support is available by email at [email protected] on an as-available basis. No specific response time is guaranteed.

6.2 Updates
Whoa Systems may release updates to the Whoa Add-In at its discretion. All authorized users under an active subscription may download and use new versions at no additional charge. If the subscription ends, access to future versions requires reactivation.

7. Disclaimer of Warranties and Limitation of Liability

7.1 Disclaimer of Warranties
The Whoa Add-In is provided “as is” and “as available,” without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, title, or non-infringement. Whoa Systems does not warrant that the Whoa Add-In will meet your requirements, operate uninterrupted or error-free, or that any defects will be corrected.

7.2 Beta Status
You acknowledge that the Whoa Add-In is still under development and may contain bugs or other issues that could impact system performance or data stability. You are encouraged to maintain regular backups of any important workbooks used with the Whoa Add-In.

7.3 Limitation of Liability
To the maximum extent permitted by law, Whoa Systems and its affiliates, directors, employees, agents, and licensors shall not be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages—including, without limitation, loss of profits, goodwill, data, other intangible losses, or interruption of business— arising from your use of or inability to use the Whoa Add-In, even if Whoa Systems has been advised of the possibility of such damages.

7.4 Cap on Liability
To the extent permitted by law, Whoa Systems’ total liability for any claim related to this Agreement will not exceed the total amount paid by you to Whoa Systems during the twelve (12) months prior to the event giving rise to the claim.

7.5 Data Loss
Whoa Systems is not responsible for any loss of data, regardless of cause. You are responsible for maintaining adequate backups of your own data.

8. Intellectual Property

8.1 Ownership
The Whoa Add-In and all associated intellectual property rights remain the exclusive property of Whoa Systems. This Agreement does not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other proprietary interest in the Add-In.

8.2 User Content
You retain full ownership of any programs, workbooks, or code you create using the Whoa Add-In. The source code you write is never transmitted to or accessible by Whoa Systems.

9. Indemnification

You are responsible for how you use the Whoa Add-In.

You agree to indemnify, defend, and hold harmless Whoa Systems, its affiliates, directors, employees, agents, and licensors from any claims, liabilities, losses, damages, or expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) your use of the Whoa Add-In;
(b) any content or code you create, submit, or distribute using the Add-In;
(c) your violation of this Agreement; or
(d) your infringement of any rights of a third party.

10. Access and Continuity

10.1 Reactivation
If a Corporate (paid) plan is canceled or allowed to lapse, access may be reinstated later under the pricing and terms available at that time.

If your plan includes free access, it does not expire and will continue unless suspended under the Access Suspension section.

10.2 Access Suspension
Access may be suspended for abuse, fraud, security violations, or other material breach of this Agreement. For paid plans, access may also be suspended if billing fails or a subscription lapses. Access under the Individual (Free) plan will never be suspended for billing or payment-related reasons.

10.3 Offline Resilience
The Whoa Add-In will continue to operate during temporary outages or connectivity issues. If an active API key cannot be verified due to lack of internet access, the Whoa Add-In may grant temporary access based on recent successful verifications. Offline access is not guaranteed and may require revalidation at a later time.

10.4 Data Retention
Once your subscription has ended, your account records, including device history and template downloads, may be preserved indefinitely to support reactivation, audit history, and continuity of service.

For more details about what data is collected and how it is used, please refer to our Privacy Policy.

10.5 Survival
The following sections will survive cancellation or suspension of access:

• Intellectual Property
• Disclaimer of Warranties and Limitation of Liability
• Indemnification
• General Provisions

11. Changes to this Agreement

Whoa Systems may modify this Agreement at any time. If we make material changes, we will notify you by email. Continued use of the Whoa Add-In after notice constitutes your acceptance of the updated terms.

12. General Provisions

12.1 Entire Agreement
This Agreement constitutes the entire agreement between you and Whoa Systems regarding the Whoa Add-In and supersedes all prior agreements and understandings, whether written or oral.

12.2 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles.

12.3 Dispute Resolution
Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Texas, and you consent to the personal jurisdiction of such courts.

12.4 Waiver
No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Whoa Systems’ failure to assert any right or provision shall not constitute a waiver.

12.5 Severability
If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall remain in full force and effect.

12.6 Assignment
You may not assign or transfer this Agreement or any of your rights or obligations without prior written consent from Whoa Systems. Whoa Systems may assign this Agreement freely.

12.7 Conflicting Agreements
If you have signed multiple Terms of Service agreements with Whoa Systems and they contain conflicting terms, the version you most recently accepted will control—unless expressly stated otherwise in writing.

12.8 Contact
If you have any questions about this Agreement, please contact us at [email protected].

BY DOWNLOADING, INSTALLING, OR USING THE WHOA ADD-IN, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.