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. We strongly recommend downloading the Compatibility Test Workbook and verifying it works on your machine before purchasing a subscription.

2. License Grant and Permitted Use

2.1 Scope of License.
Subject to your compliance with this Agreement and payment of applicable fees, 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.

2.2 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.

2.3 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

3. API Keys and Authentication

3.1 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 in your Windows registry the first time they are entered. You may reset your API key from your user profile at any time.

3.2 Subscription Authorization
Your right to use the Whoa Add-In depends on your API key being authorized under an active subscription—whether your own or a Corporate Plan. You must keep your key private and secure.

3.3 Misuse and Enforcement
API keys must never be shared, posted publicly, or distributed. Misuse may result in suspension or permanent banning from the service. You are solely responsible for activities conducted under your API key.

3.2 Corporate Invitations and Banned Users
Corporate Owners may designate any email address to benefit from access under their plan. Invited users ("Corporate Members") do not have to belong to the same organization as the Corporate Owner. However, users who have been previously banned by Whoa Systems may not be re-added to any plan, even under a different sponsor ("Corporate Owner").

3.3 Responsibility for Corporate Members Corporate Owners are not automatically responsible for the individual actions of their invited users. However, if Whoa Systems determines that widespread or repeated abuse of the Whoa Add-In has occurred within a Corporate Owner’s group—such as widespread API key sharing—the Corporate Owner’s account may also be suspended or terminated. Corporate Owners are expected to exercise reasonable discretion when inviting Corporate Members onto their plan.

4. Subscription and Payment Terms

4.1 Plan Types and Access
Whoa Systems offers two subscription types: Individual and Corporate. Both provide the same technical capabilities; the only difference is how many users are authorized:

• Individual Plan: Authorizes one user to use the Whoa Add-In on up to 4 machines.
• Corporate Plan: Authorizes up to 50 users, each with their own API key, each valid on up to 4 machines.

Corporate plans are created and paid for by a single subscriber (the "Corporate Owner"). The Corporate Owner may assign access to any email address, regardless of company affiliation. The Owner may also appoint up to two "Corporate Ambassadors" who can add or remove users on the Owner’s behalf. Ambassadors have no other administrative rights and cannot view billing information, cancel the plan, or change subscription terms.

This agreement reflects the terms associated with the Corporate Standard plan, priced at $79.99 per month.

4.2 Billing
Subscriptions will automatically renew monthly and your card will be automatically charged via Stripe. All payments are non-refundable. You may choose not to renew your subscription by canceling it (see the "Cancellation" section for more information).

4.3 Fee Changes
Whoa Systems may change subscription fees at any time. New fees will be communicated in advance and apply to the next billing cycle.

4.4 Early Adopter Price Shield
If this clause appears in your version of the Agreement at signup, you are entitled to a locked monthly price for as long as your subscription remains active. Your subscription fee will not increase, except for adjustments once per year based on the U.S. Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items, Not Seasonally Adjusted, as published by the U.S. Bureau of Labor Statistics. Such adjustments, if applied, will be capped at the greater of the CPI-U change or 2% annually. This price protection is revoked if you cancel your subscription. If you later reactivate, you must re-subscribe at the then-current price and terms.

4.5 Legacy Pricing and Promotions
Any legacy pricing, promotional rates, or recurring discounts will be valid only while your current subscription is active. If you cancel or if your subscription ends or is terminated, any associated discounts will be permanently forfeited and will not apply to future subscriptions. Any future subscriptions will be at the then current pricing and plan terms in effect at that time.

4.6 Cancellation
You may cancel your subscription at any time before the end of your subscription term without penalty. Cancellation does not trigger a refund for unused time in the current billing cycle. You can cancel your subscription by clicking on “Manage Subscription” and selecting “Cancel Subscription” in your customer portal.

4.7 End of Subscription
When a subscription ends, all associated API keys remain active until the end of the current billing period, after which access is disabled. Corporate Owners ending their subscription will also terminate access for all associated Corporate Members at the period end.

4.8 Billing Communications
You agree that Whoa Systems may contact you at any time by email or other method with information relevant to your subscription, billing, and use of the Service.

5. Referral Credits

5.1 Referral Credits
You may optionally enter the email address of someone who referred you to Whoa Systems. Once you have made (3) monthly subscription payments under an active subscription, the person who referred you will receive a free one-month subscription credit.

Referral credits:

• May only be applied to the account of an active subscriber.
• Are granted after you have made three (3) monthly payments.
• Have no cash value and cannot be redeemed or transferred.
• May be deferred if Whoa Systems' subscription cap has been reached. You may still register a free account and credit the person who referred you; but they will not receive a credit until you subscribe and complete (3) payments.

Whoa Systems may prioritize referred users in its onboarding queue at its discretion but does not guarantee immediate access or override of the global subscription limit.

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 You may reactivate your access at any time by starting a new subscription. Reactivation is subject to the current pricing and terms available at that time.

10.2 Access Suspension
Whoa Systems may suspend access due to non-payment or violations of this Agreement. A warning may be provided via email before any action is taken.

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.