BugHost License Agreement
These terms and conditions apply to the use by You of BugHost.com’s (“Us”/“We”/“Our”) internet based bug tracking software system. Please read these terms and conditions carefully. By using any part of the System You are deemed to have the right and authority to accept these terms and conditions and to have accepted these terms and conditions in their entirety on behalf of the company, partnership or other legal entity in whose name You have registered.
We may revise these terms and conditions by updating this posting. We will also specify any revision on our Homepage. Any such modifications shall become effective immediately.
1 Definitions
“Bug” means an individual error, fault, problem, issue or difficulty with the software You are currently developing or maintaining;
“Current Charges” means the current charges for the License and the Services as displayed on Our Website;
“Customer” means any corporate body, partnership or other legal entity which has entered into a contract or other arrangement with You for the maintenance and support of software and wishes to use the Software as part of such maintenance and support arrangement;
“Data” means the information and other material entered by You onto the System;
“License” shall have the meaning ascribed to it in clause 2.1;
“Services” means the services to be provided in accordance with clauses 2 and 3;
“Software” means the internet based bug tracking system known as BugHost.com or such amended or up-dated version of the software which may replace it from time to time;
“System” means the Website, the Software and all technical infrastructure relating thereto;
“User” means either an individual employed, engaged by or otherwise under contract with You, or Your Customer, and who uses the Software under Your registration;
“Website” means any or all of BugHost.com’s websites at www.BugHost.com and any other similar domain address from time to time;
“Working Day” means 9am to 5pm Pacific Time Monday to Friday excluding bank and public holidays in the United States;
“You”, “Your”, “Yours” means any corporate body, partnership or other legal entity using any part of the System.
2 License
2.1 In consideration of Your undertakings contained herein, We hereby grant to You a non-transferable non-exclusive licence to use the Software in accordance with these terms and conditions (“License”). You shall only use the Software for Your internal business operations and shall not make it available for use for payment by any third party as a bureau, on line or off line service or otherwise. Internal business operations includes any contract or other arrangement You have with Your Customers for the maintenance and support of software under which Your Customers may use the Software to report Bugs.
2.2 You are entitled to access the Software over the internet, to enter information in the on-line submission form regarding Bugs, to manage and monitor the process of resolving such Bugs and to provide graphical or other analysis of such process.
2.3 All Data and all registration details shall be stored on Our server.
2.4 This License shall commence on the date You first use the Software and Services under these terms and conditions and shall continue unless or until terminated.
3 Provision of Services
3.1 We shall provide for the duration of the License an e-mail helpdesk facility during the Working Day, including advice and assistance on issues relating to the use of the Software. We shall use Our reasonable endeavours to provide an initial response within one Working Day to all e-mails received by Us.
3.2 We shall take back up copies of the Data once in each Working Day. You shall maintain and keep maintained such records of Your Data as You may require. If You require Us to retrieve any Data from Our back up copies of the Data We may do so in our absolute discretion and at Your cost and expense. We shall not charge You for the retrieval of Your Data where the loss, deletion or distortion of Your Data arises or results from Our negligent act or omission.
3.3 We cannot guarantee to provide and maintain the System continuously and without interruptions and faults and may also temporarily suspend availability of the System in order to upgrade, repair or maintain any aspects of the technological infrastructure of the System. We will use all reasonable endeavours, unless there is a problem requiring Our urgent and immediate attention, to carry out any such repair or maintenance work outside the Working Day to minimize any disruption to Your use of the System.
4 Code of Conduct
4.1 You warrant, represent and undertake to Us that:-
(a) all material uploaded, displayed or transmitted by You when using the Software and/or the Website shall not be false, offensive, defamatory, threatening, obscene, unlawful or breach or infringe the rights of any person anywhere in the world (including without limitation intellectual property rights);
(b) You will not use the System in such a way that disrupts, interferes with or restricts the use of the System by any third party including sending unsolicited e-mails to any e-mail address published on the System and You will not use any information obtained from the System for any purpose other than to track, monitor and manage Bugs;
(c) You will not and will not attempt to reverse engineer, decompile, copy or adapt the Software or upload other codes or scripts relating to the System or transmit via the System any information that contains a virus, worm, trojan horse or other harmful or disruptive component;
(d) You accept that You are solely responsible for maintaining the confidentiality of Your personal logon password (“Password”) and You shall be responsible for any loss or damage arising as a result of or in relation to Your disclosure of Your Password to any third party;
(e) You are responsible for the input, modification and deletion of Your Data and for ensuring You do not exceed the space allocation specified at clause 2.3. You accept that it is Your responsibility to delete irrelevant, unnecessary or unwanted Data and to maintain and keep maintained such records of Your Data as You may require, including without limitation any printouts, graphs and other hard copies;
(f) Your registration details are correct and You will keep them up to date and notify Us in writing of any change in such details;
(g) You undertake to and will ensure that all Users of the System will not change, modify, delete, interfere with or use in any other way data entered in the System by any third party subscriber.
(h) You will ensure that all Users of the System are aware of and abide by these terms and conditions.
(i) You will not remove in whole or in part any trade marks, copyright and other proprietary notices contained in or appearing on any material You download and/or print from the System;
4.2 You recognize that the internet is accessible to anyone with the appropriate technical capability and as such it is impossible to protect totally against the abuse of the System by third parties, including the introduction of a virus onto the System. You acknowledge that it is Your responsibility to satisfy Yourself that Your own information technology is protected against computer viruses and that Your connection to the System is secure.
5 Payment
5.1 We offer a free Service, which is provided at no charge. We also offer a Basic and Premium Service for a monthly fee.
5.2 We may from time to time introduce further Services for which there is an additional charge (“Premium Services”). If you wish to access Premium Services, you must pay a fee (“Premium Fee”) determined according to the Current Charges, depending on which Premium Services are to be used. The Premium Fee is payable in advance. We may, at our discretion, permit access to the Premium Services to you for an introductory trial period without additional charge by written agreement.
6 Security
6.1 We will provide You with a Password to enable You to use the Software and the Services.
6.2 You undertake not to and will procure that those to whom You disclose Your Password will not disclose it to any unauthorised third party, and You will and as appropriate will procure that all Users will take all reasonable precautions to prevent the loss or theft of the Password. You will inform Us immediately upon Your becoming aware of any breach of security unauthorized use, loss or theft of the Password.
6.3 You undertake not to and as appropriate will procure that all Users will not use the Services other than in accordance with these terms and conditions. In particular You agree not to access or attempt to access unauthorized data or any unauthorized part of the Website, not to probe scan or test the vulnerability of the System or network system, and not to use any devices, software or routine to interfere with the proper working of the System.
7 Data Protection
7.1 By registering Your details on this Website You are giving Your consent to Us to hold personal data which You provide to Us, including on Our server, for the purposes of the provision and billing of Services under these terms and conditions. We shall use all reasonable endeavours not to disclose this personal data to any third party without Your prior written consent.
7.2 Users of the Basic Service agree that data will be maintained for one year. After one year, the data will be deleted. We will make every reasonable attempt to contact You prior to the data being deleted. However, We are not liable in the event that you are not notified.
8 Rights of BugHost.com
8.1 We own or are licensed to use all copyright, database rights and all other intellectual property rights in and to the Software and the System, including the structure, design and layout of the System, all graphics, and the name BugHost.com. You are entitled to access and use the Software and the Website in accordance with these terms and conditions. Any other use of any materials available on or forming part of the System, is subject to the prior written consent of BugHost.com.
8.2 We are entitled to make changes to the System which are necessary to comply with any applicable security or other legislative or regulatory requirements.
8.3 We reserve the right but do not assume the obligation to inspect the content of the Data and any other material entered by You to ascertain compliance with these terms and conditions and We shall have the right to remove any material, information or Data entered by You We consider to be entered in breach of these terms and conditions.
8.4 You will own all rights in and to the Data, but We shall have the right to access Your Data for maintenance purposes.
9 BugHost.com’s warranties and limitations of liabilities
9.1 We warrant that use of the Software in accordance with these terms and conditions does not infringe any copyright belonging to any third party. We shall indemnify You against any damages that are awarded to be paid to any third party in respect of a claim that the use of the Software in accordance with these terms and conditions infringes the copyright of the third party provided that You give Us immediate and complete control of the claim and do not prejudice Our defense of any claim in any way.
9.2 We will use Our reasonable endeavours to maintain and provide the Services in accordance with these terms and conditions. However, You acknowledge that We are not and cannot be responsible for the networks nor for the Software and/or Services not being transmitted correctly or without interruption and shall not be liable to You for any failure to provide and to transmit all or any part of the Services or if You or any User cannot access the Software.
9.3 We shall in no circumstances be liable to You or to Your Customer under or in connection with these terms and conditions for any loss or damage suffered by You and/or Your Customer arising or resulting from Your Customer’s use of the Software and the Services.
9.4 Except as expressly set out in clauses 9.1, 9.2 and 9.5, all warranties, undertakings, conditions and terms, express or implied, whether by common law, statute, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, fitness for purpose, performance or suitability for purpose) in respect of the Services, the Software and the System are hereby excluded to the fullest extent permitted by law.
9.5 Nothing in these terms and conditions shall exclude Our liability to You for loss and damage arising from fraudulent misrepresentation or for death or personal injury resulting from Our negligence or that of Our employees.
9.6 Subject to the provisions of clause 9.4 Our liability to You in respect of direct loss shall not exceed the lower of (a) the total amount of Fees paid by You in the immediately preceding period of 12 months or (b) US$ 7,500 for any one incident or series of incidents.
9.7 We shall in no circumstances be liable to You under or in connection with these terms and conditions for any indirect, economic or consequential loss.
12 Termination
12.1 These terms and conditions commence on the date of Your first use of the Software and the Services under these terms and conditions and shall continue thereafter unless terminated in accordance with the remainder of this clause 12.
12.2 We shall be entitled forthwith to suspend the Services without notice if You fail to pay the Fee in accordance with clause 5. We shall also be entitled under clause 5 to terminate these terms and conditions if You fail to notify Us of Your intention to terminate these terms and conditions.
12.3 We shall be entitled to terminate these terms and conditions forthwith on written notice if:-
(a) You are or become insolvent or bankrupt or make an arrangement with Your creditors or go into liquidation (other than for the purpose of solvent reconstruction or amalgamation); or
(b) You commit a material breach of any of these terms and conditions.
12.4 Either party shall be entitled to terminate the License and these terms and conditions upon thirty days written notice. In the event of termination of these terms and conditions part-way through a year for which the Fee has been paid, You shall not be entitled to any refund of the Fee or part thereof and are liable to pay all outstanding Fees (if any).
12.5 Immediately following termination of these terms and conditions for whatever reason, You shall cease to use the Services and You will no longer have access to the Data.
12.6 The expiry or termination of these terms and conditions shall be without prejudice to any other rights or remedies which either party may be entitled to thereunder or at law and shall not affect any rights or liabilities which may have already accrued to either of the parties under these terms and conditions.
13 General
13.1 You shall not be entitled to assign, sub-contract or otherwise deal with any of Your rights and obligations under these terms and conditions in whole or in part without Our prior written consent.
13.2 We shall not be liable for any delay in or failure to perform Our obligations hereunder if that delay or failure is caused by circumstances beyond Our control including without limitation fires, strikes, insurrection, riots and embargoes.
13.3 Any notice to be given under these terms and conditions shall be sent by first class post or e-mail. In respect toBugHost.com this shall be Our registered office or e-mail address as stated in the “Contact Us” section on the Website and in respect of You to the e-mail address or other address specified in the details provided by You when registering for the Services or as otherwise notified to us in writing or by e-mail. Any notice shall be deemed to have been made to the other party if sent electronically when transmitted and if posted on the second working day following posting, unless proved otherwise by the receiving party.
13.4 These terms and conditions represent the entire agreement in relation to the subject matter of these terms and conditions between us and supercede all other agreements and representations made by either party whether oral or written (other than any representations made fraudulently).
13.5 If at any time any provision of these terms and conditions is or becomes invalid or illegal in any respect such provision shall be deemed to be severed from these terms and conditions but the validity, legality and enforceability of the remaining provisions of these terms and conditions shall not be affected or impaired thereby.
13.6 Failure by either party to exercise or enforce any right conferred by these terms and conditions against the other party shall not be or be deemed to be a waiver of any such right nor in any way prejudice any right of that party under these terms and conditions.
13.7 These terms and conditions shall be governed by and construed and interpreted in accordance with United States law and the parties hereby submit to the non-exclusive jurisdiction in the state of Oregon.
