End User License Agreement

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 Jira, 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 PERMITTED BY SUCH LAW. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF Checkout HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. 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 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.

Termination.

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 may terminate this Agreement at any time without notice. This Agreement terminates automatically if You fail to comply with its terms and conditions. Upon termination, You shall cease all use of the Software and destroy all copies in Your possession or control.

General.

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.