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CollabNet Desktop Software End User License Agreement


IMPORTANT: BY ACCESSING, DOWNLOADING OR USING THE COLLABNET DESKTOP SOFTWARE (THE "SOFTWARE") YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU", OR "YOUR") ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE TERMS OF THIS END USER LICENSE AGREEMENT (THE "AGREEMENT").

1. Grant of License. Subject to the terms of this Agreement, CollabNet, Inc. ("CollabNet") hereby grants You a non-exclusive, non-transferable, non-sublicensable, object code only license to use the Software and any supporting documentation solely for Your internal information management and data processing business purposes. Any rights not expressly granted by CollabNet in this Agreement are reserved to CollabNet. This license will remain in effect so long as You are not in breach of this License Agreement.

2. Limitations on Use. You agree not to: (a) rent, lease, sublicense, or otherwise transfer or distribute the Software, (b) remove or obscure CollabNet proprietary notices, (c) copy, reproduce, reverse engineer, translate, alter, modify, decompile or disassemble the Software (d) defeat or circumvent or attempt to defeat or circumvent any technological restrictions imposed by CollabNet, (e) create or attempt to create substitute or similar products through use of the Software or any proprietary information related to the Software, or (f) use the Software in any manner to compete with CollabNet. You may be denied use of the Software for any violation of this Section 2. CollabNet may terminate the Software license provided for in this Agreement immediately upon written notice to You of Your breach of the Agreement. Should this license be terminated by CollabNet for any reason, upon termination You agree to cease all use of the Software and to delete the Software from all of your internal systems.

3. Ownership. You recognize and agree that the Software will at all times remain the property of CollabNet and that the Software is protected by trade secret, copyright and other intellectual property laws. You acknowledge that You do not acquire any rights in the Software, express or implied, other than those specified in this Agreement. You agree to protect the Software from unauthorized reproduction, distribution, disclosure, use or publication.

4. Support. You understand and agree that support and maintenance services for the Software are only available under separate agreement with CollabNet. Any use of the Software without a support and maintenance subscription is at Your own risk.

5. Disclaimer of Warranties.  You agree to assume all risk and liability from use of the Software.  YOU UNDERSTAND AND AGREE THAT THE SOFTWARE OR ANY OTHER ITEMS PROVIDED TO YOU UNDER THE TERMS OF THIS AGREEMENT ARE DELIVERED "AS IS".  NO WARRANTIES OF ANY KIND OR NATURE ARE GIVEN, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. IN NO EVENT WILL COLLABNET BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY LIABILITY IN CONTRACT OR TORT INCURRED BY OR UNDER THIS AGREEMENT.  YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH COLLABNET IN CONNECTION WITH THE SOFTWARE IS TO TERMINATE YOUR USE OF THE SOFTWARE WITHOUT ANY FURTHER LIABILITY ON THE PART OF COLLABNET.

6. Representations. You represent and warrant that You have the legal right and authority to enter into this Agreement and perform its obligations. You agree to comply with all applicable laws and regulations of the United States and foreign authorities, including, without limitation, laws regarding the transmission of technical data, such as encryption, exported from the United States or from the country in which You reside. You agree not to export, re-export or import the Software or its documentation in violation of any such restrictions, laws or regulations, or without all necessary authorizations.

7. Governmental Use. The Software and its documentation were developed at private expense and are provided with "RESTRICTED RIGHTS". Use, duplication, or disclosure by the Government is subject to restrictions as set forth in FAR 52.227-14 and DFAR 252.227-7013 et seq. or its successor.

8. Entire Agreement. This Agreement sets forth the entire understanding between the parties with respect to the matters set forth herein and supersedes all prior representations, understandings or agreements, whether written or oral, express or implied, with respect to its subject matter, including, but not limited to, any earlier versions of the Agreement posted on any CollabNet website. This Agreement may be modified only by mutual written agreement of the parties. Any provision in this Agreement that may reasonably be interpreted as being intended by the parties to survive the termination or expiration of this Agreement shall survive any such termination or expiration. This Agreement has been written in the English language and, in the event of any conflict or inconsistency between the English-language version and any translation of this Agreement, the English language version shall prevail.

9. Governing Law. This Agreement is governed by the laws of the State of California. You may not assign Your rights in this Agreement without the prior written consent of CollabNet. CollabNet may assign its rights in this Agreement in its sole discretion without Your consent.

10. Notices. Notices to You may be made via email. CollabNet may also provide notices to You by displaying notices or links to notices on www.open.Collab.net.