PLEASE READ THESE TERMS OF USE CAREFULLY.  EITHER YOU OR YOUR EMPLOYER HAVE ENTERED INTO A SUBSCRIPTION SERVICES AGREEMENT WITH SERENA SOFTWARE, INC. FOR SERENA'S ONLINE SOFTWARE APPLICATIONS (THE "SOLUTION" AS DEFINED BELOW), AND SERENA IS WILLING TO PERMIT YOU TO USE THE SOLUTION ONLY ON THE CONDITION THAT YOU ACCEPT THESE TERMS OF USE.  THIS IS A LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND SERENA.  BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE LOG-IN PROCESS, YOU AGREE TO THESE TERMS OF USE AND ALSO AGREE THAT IT IS ENFORCEABLE LIKE ANY WRITTEN AND NEGOTIATED AGREEMENT SIGNED BY YOU AND SERENA.  IF YOU DO NOT AGREE TO THESE TERMS OF USE, CLICK THE "I DECLINE" BUTTON AND MAKE NO USE OF THE SOLUTION. <br><br>
<strong>1.0 DEFINITIONS</strong><br>
1.1 "Terms" means these Terms of Use.<br>
1.2 "You" and "Your" mean, as applicable, (a) an employee of the company subscribing to the Solution or (b) an individual subscribing to the Solution.<br>
1.3 "Serena" means Serena Software, Inc. <br>
1.4 "Solution" means Serena's online software applications provided by Serena to You through the internet, including any modifications, corrections, and updates. <br><br>
<strong>2.0 USE OF THE SOLUTION</strong><br>
2.1 Use Guidelines and Restrictions.  You shall ensure that the User ID and password Serena assigns to You will be used only by You and not shared with any other person.  You may only use the Solution for Your or Your employer's internal business operations and to process Your or Your employer's data.  You shall not copy any software from the Solution.  You shall not (a) permit any third parties or non-licensed entities to use the Solution; (b) process or permit to be processed any data that is not Your or Your employer's data; (c) use the Solution in the operation of a service bureau; (d) sublicense, rent, or lease the Solution to a third party; (e) attempt to gain unauthorized access to the Solution or its related systems or networks; (f) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (g) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children or in violation of third party privacy rights; (h) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (i) interfere with or disrupt the integrity or performance of the Solution or the data contained therein.  You are responsible for all activities that occur in Your account and for Your compliance with these Terms.  You agree to comply with all applicable local, state, and federal laws and regulations in connection with the use of the Solution including, without limitation, those related to privacy, electronic communications, and anti-spam legislation.  You shall not use the Solution in any way that is unlawful, harassing, libelous, defamatory, threatening, or fraudulent.  You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of Your or Your employer's data.<br>
2.2 Evaluation Use.  This Section 2.2 applies if Serena has provided the Solution to You or Your employer for testing and evaluation purposes.  You may use the Solution for a six (6) week period solely for the purpose of internal testing and evaluation.  You are strictly prohibited from using the Solution for any production purpose or any purpose other than the sole purpose of determining whether to purchase a commercial license for the Solution that You are evaluating. <br><br>
<strong>3.0 TITLE. </strong>Serena retains all right, title, and interest in and to the Solution and all improvements, enhancements, modifications, and derivative works of the Solution, including, without limitation, all patent, copyright, trade secret, trademarks, and other intellectual property rights.  You shall not (a) copy, modify, translate, disassemble, decompile, or reverse engineer the Solution; (b) create derivative works of the Solution; or (c) access the Solution in order to develop a competitive product or service.  Except as otherwise provided, Serena grants no express or implied rights under these Terms to any of Serena's patents, copyrights, trade secrets, trademarks, or other intellectual property rights.  Serena shall not access Your account or data, except to respond to technical or service related problems, or at Your or Your employer's request. <br><br>
<strong>4.0 TERMINATION. </strong>Serena may at its option, suspend Your access to the Solution, or terminate Your right to use the Solution if You breach these Terms. <br><br>
<strong>5.0 LIMITATION OF LIABILITY.</strong>  IN NO EVENT SHALL SERENA OR ITS  THIRD PARTY VENDORS BE LIABLE TO YOU FOR (A) ANY 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.  EXCEPT AS LIMITED BY APPLICABLE LAW AND REGARDLESS OF THE BASIS FOR YOUR CLAIM, SERENA'S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID FOR THE SOLUTION GIVING RISE TO THE CLAIM.  THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.<br><br>
<strong>6.0 EXPORT RESTRICTIONS.</strong>  You acknowledge that the Solution is 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 Solution.  Without limiting the foregoing, You shall not (a) export, re-export, divert, transfer, or make available the Solution, or any direct product thereof, to any destination, company, or person restricted or prohibited by Export Control Laws; (b) disclose the Solution 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 Solution, directly or indirectly, for nuclear, missile, or chemical/biological weaponry end uses prohibited by the Export Control Laws.<br><br>
Terms of Use (AOD)
Rev. PW20080903