Page Comparison

Acceptance of Agreement

BY INSTALLING OR USING ANY PART OF THE SOFTWARE, YOU AND THE ENTITY OR COMPANY THAT YOU REPRESENT ("YOU") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT ("AGREEMENT"). IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU WILL NOT HAVE ANY RIGHT TO USE THE SOFTWARE. D SOFTWARE INC.’S (“Checkout”) ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.

License.

Subject to Your full compliance with all the terms and conditions of this Agreement, Checkout grants You a nontransferable, nonsublicensable, nonexclusive license, revocable at Checkout'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 Checkout 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 Checkout in writing. This Agreement allows You to run the Software only as received at the time of download, in a single installation of JiraJIRA, for the number of authorized users and nodes.

Restrictions.

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, Checkout shall own all title, ownership rights, and intellectual property rights in and to the Software, and any copies or portions thereof. You understand that Checkout 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.

Intellectual Property; Content.

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 Checkout, 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.

Support; Equipment.

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 Checkout’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.

Warranty Disclaimer.

THE SOFTWARE IS PROVIDED “AS IS”. Checkout MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND Checkout EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. FURTHER, Checkout 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 Checkout’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.

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 Checkout 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. Checkout’s LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO Checkout, EXCEPT WHERE NOT PERMITTED BY APPLICABLE LAW, IN WHICH CASE Checkout’S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT MINIMUM AMOUNT PERMITTED BY SUCH APPLICABLE LAW. ALL THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF Checkout HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. ALL THE FOREGOING LIMITATIONS ALSO APPLY WITH RESPECT TO Checkout’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.

Indemnity.

You acknowledge that Checkout has entered into this Agreement in reliance upon the limitations of liability specified herein, which allocate the risk between You and Checkout and form a basis of the bargain between the parties.

If You breach any of the terms of this Agreement, Your license to use the Software terminates immediately and You must cease all use of the Software and destroy all copies in Your possession or control. Checkout agree that Checkout 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 Checkout 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, Checkout 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 attorneys’ fees) of every kind and nature, arising out of or in any way connected with use of the Software. If You are a California resident, You waive Your rights under California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states and nations waive their rights under all analogous laws, statutes or regulations.

Termination.

This Agreement shall continue until terminated as set forth in this section. You may terminate this Agreement at any time without notice. This Agreement terminates automatically . Your rights under this Agreement will terminate automatically and irrevocably without notice from Checkout if You fail to comply with its terms and conditionsany 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 cease immediately discontinue all use of the Software and destroy all copies in Your possession or control.

This Agreement is the complete and exclusive statement of the agreement between You and Checkout and supersedes any proposal or prior agreement, oral or written, and any other communications relating to the subject matter of this Agreement. This Agreement and any disputes arising out of or related to the Software or this Agreement will be governed in all respects by and construed in accordance with the laws of the State of California, U.S.A., without regard to conflicts of laws principles. All claims arising out of or relating to this Agreement will be litigated exclusively in the federal or state courts of Santa Clara County, California, U.S.A., and You and Checkout each consent to personal jurisdiction in those courts. Except as required by law, the controlling language of this Agreement is English. If You have received a translation into another language, it has been provided for Your convenience only. If for any reason a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. You may not assign or transfer any of Your rights or obligations under this Agreement to a third party without the prior written consent of Checkout. Checkout may freely assign this Agreement. Any attempted assignment or transfer in violation of the foregoing will be void from the beginning. This Agreement is binding upon and will inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives and permitted assigns. Any breach of this Agreement will result in irreparable harm to Checkout for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Checkout will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Checkout seeks such an injunction. Notices under this Agreement shall be sufficient only if in writing and transmitted via personal delivery or delivered by a major commercial rapid delivery courier service or by certified or registered mail, return receipt requested, to Checkout at the address provided during the download process or such other address as may be given by Checkout from time to time. All notices to Checkout will be deemed received as follows: (i) if by personal delivery, on the date of such delivery; (ii) if by certified or registered mail, on the fifth business day after mailing; or (iii) if by rapid delivery courier service, on the date of receipt by the recipient, as evidenced in the records or affidavit of the courier; or (iv) if by email or facsimile, on the date that receipt is acknowledged by the recipient, provided that such acknowledgment is not automatically generated. The waiver by either party of a breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.You acknowledge that Checkout or its licensors may collect and use technical information you provide in relation to support services related to the Software. Checkout agrees not to use this information in a form that personally identifies you except to the extent necessary to provide such services.
The parties have required that this Agreement and all documents relating thereto be drawn up in English.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. Export Law Assurances. In connection with the Software, You agree to comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and You agree not to export, or allow the export or re-export of the Software in violation of any such restrictions, laws or regulations. By using the Software, You agree to the foregoing and represent and warrant that You are not located in, under the control of, or a national or resident of any restricted country.

Miscellaneous

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 Checkout 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 Checkout’s prior written consent. Checkout may transfer, assign or delegate this Agreement and its rights and obligations without consent. You grant Checkout the right to include Your name, trademark, logo or similar identifying material (“Your Marks”) in a listing of customers on Checkout's website and in other promotional material in relation to the Software. Within thirty (30) days of Your written request, Checkout 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. This Agreement as well as all disputes arising out of or in connection with this Agreement shall be governed by the laws of the State of California, without regard to or application of choice of law rules or principles. Any dispute arising out of or in connection with this Agreement, or in future agreements resulting therefrom, shall be exclusively resolved before the state or federal courts located in Los Angeles, California. You further agree not to bring claims on a representative, class member basis, or as a private attorney general, and agree not to assert any claims against us unless such claims are asserted by you in the forum required by this Agreement no later than one year following the date that your claim or cause of action arose. This Agreement constitutes the entire agreement between you and Mumo Systems, LLC. 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 GRANT TO D SOFTWARE, INC. THE RIGHTS SET FORTH HEREIN