This End User License Agreement (the "Agreement") is between you and Hindsight Software Ltd (08051221) ("Hindsight"). If you are agreeing to this Agreement not as an individual but on behalf of your company, then "Customer" or "you" means your company, and you are binding your company to this Agreement. Hindsight may modify this Agreement from time to time, subject to the terms below.
Subject to Your full compliance with all the terms and conditions of this Agreement, Hindsight grants You a nontransferable, non sublicensable, nonexclusive license, revocable at Hindsight’s discretion, to use the software in object code form only that You will receive through this download (the "Client"), the accompanying documentation, and any additional software that may be made available by Hindsight from time to time for use with the Client (collectively "Software") for Your use only and only in accordance with the accompanying documentation. Any other use must be pre-approved by Hindsight in writing. This Agreement allows You to run the Software only as received at the time of download, in a single installation of JIRA, for the number of authorized users and nodes.
You shall not, nor permit anyone else to, directly or indirectly: (i) copy, modify, or distribute the Software or license key (if any); (ii) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or structure, sequence and organization of all or any part of the Software (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law); or (iii) rent, lease, or use the Software for timesharing or service bureau purposes, or otherwise use the Software for any commercial purpose. You shall maintain and not remove or obscure any proprietary notices on the Software, and shall reproduce such notices exactly on all permitted copies of the Software. As between the parties, Hindsight shall own all title, ownership rights, and intellectual property rights in and to the Software, and any copies or portions thereof. You understand that Hindsight or its licensors may modify or discontinue offering the Software at any time. This Agreement does not give You any rights not expressly and unambiguously granted herein.
3. Intellectual Property
As a condition to Your use of the Software, You represent, warrant and covenant that You will not use the Software: (i) to infringe the intellectual property or proprietary rights, or rights of publicity or privacy, of any third party; (ii) to violate any applicable law, statute, ordinance or regulation; (iii) to disseminate, transfer or store information or materials in any form or format ("Content") that are harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable or that otherwise violate any law or right of any third party; (iv) to disseminate any software viruses or any other computer code, files or programs that may interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or violate the security of any computer network; or (v) to run Maillist, Listserv, "bots," "robots," any form of auto-responder, or "spam," or any processes that run or are activated while You are not logged in. You, not Hindsight, remain solely responsible for all Content that You upload, post, e-mail, transmit, or otherwise disseminate using, or in connection with, the Software. You acknowledge that all Content You access through use of the Software is accessed at Your own risk and You will be solely responsible for any damage or liability to any party resulting from such access.
This Agreement entitles You to email support, upgrades, patches, enhancements, and fixes (collectively, "Support") for one (1) year following the commencement of a fully paid support term for this version of the Software (or the next version, at Hindsight’s sole discretion, during such one (1) year support term), provided that You comply with all the terms and conditions of this Agreement. You shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access, or otherwise use the Software, including, without limitation, modems, hardware, software, and long distance or local telephone service. You shall be responsible for ensuring that such equipment or ancillary services are compatible with the Software.
5. Warranty Disclaimer.
THE SOFTWARE IS PROVIDED "AS IS". HINDSIGHT MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND HINDSIGHT EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. FURTHER, HINDSIGHT DOES NOT WARRANT RESULTS OF USE OR THAT THE SOFTWARE IS BUG FREE OR ERROR FREE OR THAT ITS USE WILL BE UNINTERRUPTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. ALL THE FOREGOING DISCLAIMERS ALSO APPLY IN FULL WITH RESPECT TO HINDSIGHT’S LICENSORS, SUPPLIERS, DISTRIBUTORS, CONTRACTORS AND AGENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
6. Limitation of Remedies and Damages.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL HINDSIGHT BE LIABLE TO YOU OR ANY OTHER PERSON (I) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER OR (II) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL. HINDSIGHT’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO HINDSIGHT, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE HINDSIGHT’S LIABILITY SHALL BE LIMITED TO THE MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. ALL THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF HINDSIGHT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ALL THE FOREGOING LIMITATIONS ALSO APPLY WITH RESPECT TO HINDSIGHT’S SUPPLIERS, LICENSORS, DISTRIBUTORS, CONTRACTORS AND AGENTS. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
You agree that Hindsight and its licensors, distributors, contractors and agents shall have no liability whatsoever for any use You make of the Software. You shall indemnify and hold harmless Hindsight and its licensors, suppliers, distributors, contractors and agents from any claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from (a) Your failure to comply with any term of this Agreement; or (b) use of the Software in combination with other hardware, software or other systems that would have been avoided but for such use or combination. To the maximum extent permitted by applicable law, You hereby release, and waive all claims against, Hindsight and its licensors, suppliers, employees and agents from any and all liability for claims, damages (actual and consequential), costs and expenses (including litigation costs and attorney's’ fees) of every kind and nature, arising out of or in any way connected with use of the Software.
8. STATUTE OF LIMITATIONS.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
This Agreement shall continue until terminated as set forth in this section. You may terminate this Agreement at any time. Your rights under this Agreement will terminate automatically and irrevocably without notice from Hindsight if You fail to comply with any term(s) of this Agreement, including any attempt to transfer a copy of the Software or Software license key (if any) to another party except as provided in this Agreement. Upon termination for any reason, the Agreement granted hereunder shall terminate and You shall immediately discontinue all use of the Software and destroy and remove from all computers, hard drives, networks and other storage media all copies of the Software, but the terms of this Agreement will otherwise remain in effect.
No agency, partnership, joint venture, or employment is created as a result of this Agreement and You do not have any authority of any kind to bind Hindsight in any respect whatsoever. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by You except with Hindsight’s prior written consent. Hindsight may transfer, assign or delegate this Agreement and its rights and obligations without consent. You grant Hindsight the right to include Your name, trademark, logo or similar identifying material ("Your Marks") in a listing of customers on Hindsight’s website and in other promotional material in relation to the Software. Within thirty (30) days of Your written request, Hindsight will remove Your Marks from its website customer list and will make no further use of Your marks in any future material promoting the Software. These Terms will be governed by and interpreted under the laws of England, without regard to its choice of law provisions. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the applicable courts located in England. Notwithstanding the foregoing, Hindsight shall be entitled to seek injunctive or declaratory relief in any court of competent jurisdiction. The section titles in this Agreement are solely used for the convenience and have no legal or contractual significance. This Agreement constitutes the entire agreement between you and Hindsight Software Ltd. with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. We reserve the right to modify this Agreement at any time by providing such revised Agreement to you or by publishing the revised Agreement on the Website. Your continued use of the Software shall constitute your acceptance to be bound by the terms and conditions of the revised Agreement. If any clause of this Agreement is declared invalid, illegal or not enforceable, the clause concerned will be stricken, and the remainder of the Agreement will remain fully in force. Our failure to exercise any right hereunder shall not operate as a waiver of our rights to exercise such right or any other right in the future. We are allowed at our sole discretion to assign this Agreement or any rights hereunder without giving prior notice.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY CLICKING ON THE ACCEPT BUTTON AND/OR CONTINUING TO INSTALL THE SOFTWARE, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND THE RIGHTS GRANTED TO HINDSIGHT SOFTWARE LTD SET FORTH HEREIN.
IF YOU HAVE QUESTIONS REGARDING THESE TERMS OR WISH TO OBTAIN ADDITIONAL INFORMATION, PLEASE SEND AN E-MAIL TO firstname.lastname@example.org