PLEASE READ THIS EVALUATION END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE DOWNLOADING, INSTALLING, OR USING THE SOFTWARE. SERENA SOFTWARE, INC. OR ITS APPLICABLE SUBSIDIARY ("SERENA") IS WILLING TO LICENSE THE SOFTWARE TO YOU, AS AN INDIVIDUAL OR COMPANY THAT WILL BE USING THE SOFTWARE SOLELY FOR EVALUATION PURPOSES ("YOU" OR "YOUR") ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT. THIS IS A LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND SERENA. BY CLICKING THE "ACCEPT" OR "YES" BUTTON, OR OTHERWISE INDICATING ASSENT ELECTRONICALLY, OR BY DOWNLOADING OR INSTALLING THE SOFTWARE, YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALSO AGREE THAT IS IT ENFORCEABLE LIKE ANY WRITTEN AND NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK THE "I DO NOT ACCEPT" OR "NO" BUTTON AND DO NOT DOWNLOAD, INSTALL, OR USE THE SOFTWARE. 1.0 DEFINITIONS 1.1 "Software" means Serena’s software products in object code form. 1.2 "User Documentation" means the user’s guide, installation guides, or on-line documentation applicable to the Software. 2.0 GRANT OF LICENSE AND USE OF SOFTWARE 2.1 Evaluation License Grant. Subject to the terms and conditions of this Agreement, Serena grants to You, free of charge, a thirty (30) day, limited license solely for the purpose of internal evaluation. You are strictly prohibited from using the Software for any production purpose or any purpose other than the sole purpose of determining whether to purchase a commercial license for the Software that You are evaluating. While Serena may choose to provide maintenance or support for the Software, Serena is not obligated to provide such maintenance or support. 2.2 Usage Rights. You may use the Software and the User Documentation to process only Your data. You will not (a) permit any third parties or non-licensed entities to use the Software or the User Documentation; (b) process or permit to be processed any data that is not Your data; (c) use the Software in the operation of a service bureau; (d) sublicense, rent, or lease the Software or the User Documentation to a third party; or (e) perform, publish, or release to any third parties any benchmarks or other comparisons regarding the Software or User Documentation. You will not permit a third party outsourcer to use the Software to process data on Your behalf. 2.3 No Copies. You are prohibited from making any copies of the Software. 2.4 Third Party Terms. You acknowledge that software provided by third party vendors ("Third Party Software") may be embedded in or delivered with the Software. The terms of this Agreement and any other terms that Serena may specify will apply to such Third Party Software, and the Third Party Software vendors will be deemed third party beneficiaries under this Agreement. You may only use the Third Party Software with the Software, and You may not use the Third Party Software on a stand-alone basis or use or integrate it with any other software or device. 3.0 TITLE. Serena retains all right, title and interest in and to the Software and User Documentation and all copies, improvements, enhancements, modifications, and derivative works of the Software and User Documentation, including, without limitation, all patent, copyright, trade secret, trademarks and other intellectual property rights. You agree that You will not copy, make modifications to, translate, disassemble, decompile, reverse engineer, otherwise decode or alter, or create derivative works based on the Software or User Documentation. Except as otherwise provided, Serena grants no express or implied rights under this license to any of Serena’s patents, copyrights, trade secrets, trademarks or other intellectual property rights. 4.0 TERM; TERMINATION. This Agreement and Your license to use the Software will automatically terminate thirty (30) days after You install the Software. Upon such termination, You will immediately discontinue use of, and uninstall and destroy all copies of, the Software. 5.0 NO WARRANTY. YOU ACKNOWLEDGE THAT SOFTWARE PROVIDED SOLELY FOR EVALUATION PURPOSES AND FREE OF CHARGE MAY (A) HAVE LIMITED FEATURES; (B) FUNCTION FOR A LIMITED PERIOD OF TIME; OR (C) HAVE OTHER LIMITATIONS NOT CONTAINED IN A COMMERCIAL VERSION OF THE SOFTWARE. YOU FURTHER ACKNOWLEDGE SERENA’S RECOMMENDATION THAT THE SOFTWARE BE USED ONLY IN A TEST ENVIRONMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SERENA IS PROVIDING THE EVALUATION SOFTWARE TO YOU "AS IS", AND SERENA DISCLAIMS (A) ANY AND ALL WARRANTIES (INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND STATUTORY WARRANTIES OF NON-INFRINGEMENT); AND (B) INDEMNIFICATION OBLIGATIONS OF ANY KIND WHATSOEVER. 6.0 LIMITATION OF LIABILITY. IN NO EVENT WILL SERENA OR ITS THIRD PARTY VENDORS BE LIABLE TO YOU FOR (A) ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR (B) LOSS OF DATA, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR SIMILAR DAMAGES OR LOSS, EVEN IF SERENA AND ITS THIRD PARTY VENDORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 7.0 GENERAL 7.1 Entire Agreement. This Agreement will supersede any different, inconsistent, or preprinted terms and conditions in any order form, purchase order, or other ordering document You may have submitted to Serena. This Agreement constitutes the entire agreement between us relating to the Software and User Documentation and will supersede all previous oral and written agreements between us with respect to the Software and User Documentation. This Agreement supersedes any end user license agreement that may be contained in the Software or which may be displayed when You install the Software. This Agreement incorporates the terms of Serena’s Privacy Policy, which may be viewed at www.serena.com. 7.2 Assignment. You may not assign, sublicense, pledge or otherwise transfer any of Your rights to the Software or User Documentation without Serena's prior written consent. 7.3 Severability. If any provision of this Agreement is held to be illegal or otherwise unenforceable by a court, that provision will be severed and the remainder of the Agreement will remain in full force and effect. 7.4 Waiver. The waiver of any right or election of any remedy in one instance will not affect any rights or remedies in another instance. A waiver will be effective only if made in writing and signed by an authorized representative of the applicable party. 7.5 Export Restrictions. You acknowledges that the Software and User Documentation (collectively "Technical Data") are subject to United States export controls under the U. S. Export Administration Act, including the Export Administration Regulations, 15 C.F.R. Parts 730 et seq. (collectively, "Export Control Laws"). You agree to comply with all requirements of the Export Control Laws with respect to the Technical Data. Without limiting the foregoing, You will not (a) export, re-export, divert or transfer any such Technical Data, or any direct product thereof, to any destination, company, or person restricted or prohibited by Export Control Laws; (b) disclose any such Technical Data to any national of any country when such disclosure is restricted or prohibited by the Export Control Laws; or (c) export or re-export the Technical Data, directly or indirectly, for nuclear, missile, or chemical/biological weaponry end uses prohibited by the Export Control Laws. 7.6 U. S. Government Rights. The Software and User Documentation are deemed to be "commercial computer software" and "commercial computer software documentation" as defined in FAR Section 12.212 and DFARS Section 227.7202, as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Software and User Documentation by the U.S. government will be solely in accordance with the terms of this Agreement 7.7 Governing Law; Jurisdiction; Dispute Resolution. This Agreement will be governed by and construed in accordance with the laws of the State of California, U. S. A., exclusive of any provisions of the United Nations Convention on Contracts for the International Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law. Any suits concerning this Agreement will be brought in the federal courts for the Northern District of California or the state courts in Santa Clara County, California, U. S. A. The parties expressly agree that the Uniform Computer Information Transactions Act, as adopted or amended from time to time, shall not apply to this Agreement or the Software. 7.8 Survival. Any terms of this Agreement which by their nature extend beyond the termination or expiration of this Agreement will remain in effect. Such terms will include, without limitation, all provisions herein relating to disclaimer of warranties, limitation of liability, third party terms, title and ownership of Software, and all general provisions.