End User License Agreement for Mantis Bug Tracking System provided by JumpBox
END USER LICENSE AGREEMENT
This END USER LICENSE AGREEMENT (the "Agreement") is entered into by and between JumpBox, Inc. ("Licensor") and you ("Licensee") regarding Licensor's license of the Software, as defined below, to Licensee. BY CLICKING THE "I AGREE" CHECKBOX, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. In consideration of the mutual promises herein, the parties agree as follows:
"Software" means the JumpBox Platform, including the basic Software and, if payment is made pursuant to Section 7, the Software with additional features ("Premium Software"). "Software" does not include any software known as "open source" or other third party software accompanying the Software ("Third Party Software"), which is made available to Licensee under the terms and conditions available at this page. If Licensee previously obtained the basic Software, the terms of that End User License Agreement shall apply to the basic Software and the terms of this Agreement shall apply for the Premium Software.
"Confidential Information" means any and all information disclosed by Licensor to the Licensee, including but not limited to, the Software, financial information, product plans, business plans, trade secrets, technology diagrams, designs, drawings, sketches, flow charts, or any other proprietary information, whether transmitted orally, in writing, or by any other media.
"Documentation" means any and all materials provided by Licensor, relating to the Software.
"Intellectual Property Rights" means all worldwide trade secrets, patents, copyrights, mask work rights, trademarks, service marks, moral rights and other proprietary rights, and all applications and registrations therefore.
License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to use the Software. Licensee understands that any rights to use the Software beyond the scope of this license will be subject to a separate written agreement between the parties. Further, Licensee acknowledges that Licensor will have no obligations during the term of this Agreement with respect to the Software, and will not be obligated to enter into any future agreement or proceed with any future transaction with Licensee with respect to the Software.
License Restrictions. The Software and Documentation are licensed to Licensee for Licensee's use. Licensee shall not, and shall not permit any third party to: (i) modify or create any derivative works based on the Software or Documentation or any portion thereof; (ii) reproduce the Software or Documentation; (iii) decompile, disassemble or reverse engineer the Software, in whole or in part, or otherwise attempt to derive source code, the underlying algorithms, ideas, structures or techniques from the Software (except that this limitation will not apply to the extent that such activities may not be prohibited under applicable law); or (iv) use the Software or Documentation other than as permitted in Section 2.1.
Ownership. Except for those limited rights expressly granted in Section 2.1, Licensor retains all right, title and interest in and to the Software and Documentation, including all Intellectual Property Rights therein. Licensee acknowledges that the license granted pursuant to this Agreement is not a sale and does not transfer to Licensee title or ownership of the Software or Documentation. ALL RIGHTS NOT EXPRESSLY GRANTED HEREUNDER ARE RESERVED TO LICENSOR.
Software. Upon acceptance of this Agreement, the Software shall be made available to Licensee.
3.2 Premium Software. Upon payment by Licensee pursuant to Section 7 and acceptance of this Agreement, the additional features in the Premium Software shall be enabled for Licensee.
TERM AND TERMINATION
Term and Termination. This Agreement will continue until termination as described herein. Either party may terminate this Agreement immediately for convenience, for any reason or no reason, at any time by giving notice to the other party. Additionally, this Agreement will be immediately terminated by Licensor in the event of any breach of this Agreement by Licensee, including breach of the payment provisions included herein.
Effects of Termination. Upon termination of this Agreement for any reason: (i) the rights and licenses granted to Licensee hereunder will immediately terminate; (ii) Licensee shall immediately discontinue any use of the Software and shall return or destroy all copies of the Software and Documentation and provide notice to Licensor of fulfillment of this obligation; (iii) each party shall promptly return or destroy all Confidential Information of the other party; and (iv) Sections 2.3, 5, 6, 7 and 9 will survive.
Non-Use and Non-Disclosure. Licensee agrees: (i) to use Confidential Information solely in accordance with the provisions of this Agreement; and (ii) not to disclose, or permit to be disclosed, either directly or indirectly, Confidential Information to any third party without the Licensor's prior written consent. Licensee shall safeguard the Confidential Information of the Licensor using the same measures it uses to protect its own Confidential Information, but in no event shall Licensee use less than reasonable care in safeguarding the Confidential Information of the other party.
Remedy. If either party breaches, or threatens to breach the provisions of Section 4.1 above, each party agrees that the non-breaching party will have no adequate remedy at law and is therefore entitled to immediate injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
THE SOFTWARE AND DOCUMENTATION AND THIRD PARTY SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SOFTWARE AND DOCUMENTATION INCLUDING THEIR CONDITION, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, AND LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY
IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR INDIRECT, INCIDENTAL, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN AN ACTION IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN. THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT
Price and Payment. As compensation for the license rights for the Premium Software granted to Licensee under this Agreement, Licensee agrees to pay to Jumpbox its stated subscription fees then in current effect.
7.2 Taxes. Any and all taxes, charges and/or other duties imposed by any applicable laws with respect to any payments to be made by Licensee to Jumpbox under or in connection with this Agreement shall be borne and paid for by Licensee.
This Agreement will be governed by and construed under the laws of the State of California without regard to its conflict of laws provisions. The federal and state courts in the Northern District of California will have exclusive jurisdiction and venue to adjudicate any dispute arising out of this Agreement. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless set forth in writing signed by officers of both parties hereto. This Agreement may not be transferred or assigned by Licensee without the prior written consent of Licensor. For purposes of this section, a sale of assets, merger or other reorganization shall constitute an assignment. Any purported transfer or assignment in violation of this section shall be null and void. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. If any provision of this Agreement is held to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights.