CloudBees Jenkins Distribution Subscription Agreement
This CloudBees Jenkins Distribution Agreement (“Agreement”) is between CloudBees, Inc. (“CloudBees”) and the user (“User”) of the CloudBees Jenkins Distribution software and associated documentation (“Distribution Software”). BY CLICKING THE “I ACCEPT” BUTTON, DOWNLOADING THE DISTRIBUTION SOFTWARE OR USING THE DISTRIBUTION SOFTWARE, USER ACKNOWLEDGES THAT USER HAS REVIEWED AND ACCEPTED THIS AGREEMENT.
The Distribution Software comprises (a) Jenkins Long-Term Support (“Jenkins LTS”) and other Jenkins project components licensed by the Jenkins community identified in the release notes for the Distribution Software version downloaded by the User (“Jenkins Components”); and (b) CloudBees-proprietary plugins or components identified in the release notes for the Distribution Software version downloaded by the User (“Licensed Components”). The release notes for each version of the Distribution Software are available at:
1) LICENSED COMPONENTS TERMS. The following terms in this Section 1 apply only to the Licensed Components of the Distribution Software:
1.1) License. Subject to the terms of this Agreement, CloudBees grants to User a personal, perpetual, non-exclusive, non-transferable, non-sublicensable, royalty-free, limited, internal license to install the Licensed Components on computers owned or leased by User solely for User’s internal business purposes. At ten-year intervals, User will be required to accept a renewal license to the Licensed Components to maintain User’s access to, and continue to use, the Licensed Components pursuant to this Agreement.
1.2) License Conditions. Except as otherwise expressly permitted in this Agreement, User shall not, on its own or through any parent, subsidiary, affiliate, agent or other third party: (i) sell, lease, license, distribute, sublicense or otherwise transfer in whole or in part, any of the Licensed Components to a third party; (ii) decompile, disassemble, translate, reverse engineer or otherwise attempt to derive source code from the Licensed Components, in whole or in part, nor will User use any mechanical, electronic or other method to trace, decompile, disassemble, or identify the source code of the Licensed Components or encourage others to do so; (iii) allow access or permit use of the Licensed Components by any unauthorized users; (iv) create, develop, license, acquire, use, or deploy any third party software or services to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions of the Licensed Components; (v) modify or create derivative works based upon the Licensed Components; (vi) disclose the results of any benchmark test of the Licensed Components to any third party without CloudBees’ prior written approval; or (vii) change any proprietary rights notices which appear in the Licensed Components.
1.3) Ownership of Licensed Components. Notwithstanding anything to the contrary, except for the limited license rights expressly provided in this Agreement, CloudBees has and will retain the sole and exclusive rights, title and interest in and to the Licensed Components (including, without limitation, all patent, copyright, trademark, trade secret and other intellectual property rights) and all copies, modifications and derivative works. User acknowledges that it is obtaining only a limited license right to the Licensed Components and that irrespective of any use of the words “purchase,” “sale,” or like terms hereunder no ownership rights are being conveyed to User under this Agreement or otherwise.
2) JENKINS COMPONENTS TERMS. The following terms in this Section 2 apply only to the Jenkins Components of the Distribution Software. CloudBees and User both acknowledge and agree that the Jenkins Components of the Distribution Software are not CloudBees’ proprietary software, are not owned by CloudBees or licensed by CloudBees to User by this Agreement. The Jenkins Components are provided to User pursuant to the licenses granted to User by contributors of the Jenkins project, which are available at https://www.cloudbees.com/r/cloudbeesjenkinsdistribution-jenkinscomponents.
3) SUPPORT. CloudBees does not provide any support or subscription services for the Distribution Software under this Agreement. User has no rights to any updates, upgrades or extensions or enhancements to the Distribution Software developed by CloudBees, unless User separately purchases CloudBees subscription services.
4) WARRANTY DISCLAIMER. THE DISTRIBUTION SOFTWARE IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON- INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, SYSTEM INTEGRATION, COURSE OF PERFORMANCE AND FITNESS FOR A PARTICULAR PURPOSE, EXCEPT TO THE EXTENT THAT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. CLOUDBEES DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE DISTRIBUTION SOFTWARE, OR ANY MATERIALS PROVIDED TO USER BY CLOUDBEES, WILL BE UNINTERRUPTED OR ERROR FREE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING DISCLAIMER, THE DISTRIBUTION SOFTWARE IS NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN THE PLANNING, CONSTRUCTION, MAINTENANCE, CONTROL, OR DIRECT OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION, CONTROL OR COMMUNICATION SYSTEMS, WEAPONS SYSTEMS, OR DIRECT LIFE SUPPORT SYSTEMS. USER ACKNOWLEDGES THAT CLOUDBEES HAS NO RESPONSIBILITY FOR ANY HARDWARE ON WHICH USER INSTALLS OR EVALUATES THE DISTRIBUTION SOFTWARE.
5) LIMITATION OF LIABILITY. IN NO EVENT WILL CLOUDBEES OR ITS LICENSORS BE LIABLE FOR ANY CLAIM BASED UPON A THIRD PARTY CLAIM; ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF CLOUDBEES OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CLOUDBEES’ AND ITS LICENSORS’ AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED FIFTY DOLLARS (US$50.00). THE ALLOCATIONS OF LIABILITY IN THIS SECTION 4 REPRESENT THE AGREED AND BARGAINED FOR UNDERSTANDING OF THE PARTIES, AND THE COMPENSATION OF CLOUDBEES FOR THE DISTRIBUTION SOFTWARE PROVIDED HEREUNDER REFLECTS SUCH ALLOCATIONS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS ARE AN ALLOCATION OF THE RISK BETWEEN THE PARTIES AND WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
6) TERM AND TERMINATION. The term of this Agreement will begin on the date of acceptance by User and shall continue until User uninstalls the Distribution Software unless earlier terminated by CloudBees. CloudBees may terminate this Agreement immediately upon User’s material breach of the terms of this Agreement. Upon termination or expiration of this Agreement, User will uninstall and destroy the Licensed Components, or return the Licensed Components to CloudBees and certify to CloudBees in writing that all copies or partial copies thereof have been deleted from every computer library and storage device under User’s control, are no longer in use by or on behalf of User, and have been either returned to CloudBees or destroyed. Termination will not affect any claim, liability or right arising prior to termination. All rights and obligations granted under Sections 1, 2, 4, 5, and 7 of this Agreement will survive the expiration or termination of this Agreement.
7.1) Independent Parties. Neither User nor CloudBees is a legal representative, partner or agent of the other.
7.2) Entirety. This Agreement represents the entire agreement of the parties with regard to the Distribution Software and supersedes all other agreements related to this subject matter. Delivery of an executed counterpart of this Agreement by facsimile or any other reliable means shall be deemed to be as effective for all purposes as delivery of the manually executed counterpart. This Agreement may not be amended except in writing signed by both parties.
7.3) Severability. If any provision of this Agreement is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement.
7.4) Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York without reference to its conflict of laws principles. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of the state or federal courts located in New York, New York, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods nor the Uniform Computer Information Transactions Act (UCITA) will apply in any respect to this Agreement.
7.5) Notices. All notices must be in writing and shall be effective three (3) days after the date sent to the other party’s headquarters, Attention Legal Department.
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