- Software Support Terms and Conditions
- End-User License Agreement
- Cloud Services Agreement
- Background User Terms
- Change IP Terms
- Duplicate Server Request
- IP-Less Request
- Data Security and Privacy Statement for Helix ALM Add-On for Jira
- Copyright Terms and Conditions
- Equal Employment Opportunity / Affirmative Action Policy Statement
PERFORCE SOFTWARE, INC. SOFTWARE SUPPORT TERMS AND CONDITIONS
Perforce Software, Inc., a Delaware corporation, on its own behalf, and on behalf of each its subsidiaries (collectively, “Perforce”), will provide the end user licensee (in any capacity referred to herein as "You," "Your," "Customer," or "Licensee"), the Software Support Services (as defined below) for its Software (as defined below) in accordance with the following terms and conditions (the "Terms and Conditions").
- A. Definitions. Capitalized terms used in the Terms and Conditions and not otherwise defined therein shall have the meanings set forth below.
- 1. "Documentation" shall mean the then-current printed and digital user manual(s), instructions, on- line help files and technical documentation for the Programs (including Releases) made available by Perforce.
- 2. "Program(s)" shall mean the machine-readable object code of the computer software program or programs described in one or more price quotes issued by Perforce to Customer, including any additional Releases of such programs as are made available by Perforce to Customer from time to time.
- 3. "Release" shall mean any version of a Program that is made commercially available by Perforce at or after the initial delivery of a Program, including any software provided for the purpose of improving the functions or performance of the Program, expanding the capability or ease of operation of the Program, or for the purpose of fixing errors in program logic, together with any related Documentation. Releases shall not include new or separate products or Programs that Perforce offers for an additional fee to its customers.
- 4. "Severity A Issue" shall mean a crash, data corruption, erroneous result, high-risk security vulnerability, or malfunction of the Program with no workaround or serious performance constraint.
- 5. "Software" shall mean, collectively, the Program and the Documentation.
- 6. "Term" shall mean the effective time period for which the Customer has purchased Software Support Services or Critical Care Support Services that are confirmed in the applicable price quote for such level(s) of services to be performed by Perforce.
- B. Software Support Services. In consideration of a fee (the "Software Support Services Fee(s)") per license of the Software paid by Customer and Customer's agreement to meet the responsibilities set forth below, Perforce shall provide the Customer the following support services (the "Software Support Services") during the Term:
- 1. Standard Technical Support.
- a. Perforce shall assist Customer in diagnosing errors and malfunctions that occur when the Program is used by Customer.
- b. Perforce shall provide support services to Customer to attempt to correct diagnosed errors and malfunctions.
- c. Unless otherwise agreed upon in writing between Perforce and Buyer, Perforce will provide standard technical support services by email or telephone. Standard technical support services are available during normal business hours as detailed on the Perforce website located at: https://www.perforce.com/support.
- d. Perforce will use commercially reasonable efforts to respond to requests from the Customer for standard technical support services:
- i. to accept/acknowledge the support request via email or phone within one business day of Perforce's receipt of request;
- ii. to promptly inform Customer of current known status of the problem and enter a Job Report in Perforce's tracking system when appropriate;
- iii. to provide a response within three business days detailing Perforce's analysis and/or assessment, including options and estimated time for resolution; and
- iv. for bona fide defects or problem reports, Perforce will attempt to develop a software fix or workaround in a timely fashion.
- e. Standard technical support also includes:
- i. Patches. Software patches are available for download from Perforce's website located at: https://www.perforce.com/downloads. The Customer can also be notified of any patches by email or RSS feed.
- ii. Knowledge Base. The Perforce Knowledge Base is a web-based repository for Perforce and general SCM topics. It is highly indexed and easily searched.
- iii. Perforce Workshop. The Workshop supports the Perforce community, and open source developers at large, in building and sharing tools using the Software.
- iv. Online Community. Customers can join the Perforce user community to seek advice and share opinions with other experienced Perforce Software users.
- 2. Standard Maintenance Support.
- a. Perforce will make each Release of the Software published during the term of the Customer's Software Support Services for which it has paid the Software Support Services Fee available to Customer for download. All such downloads must be initiated by Customer. Perforce shall make commercially reasonable efforts to provide Releases that implement corrections, and Perforce will assist Customer in using the Software in a way that can avoid diagnosed errors, malfunctions, and defects.
- b. Customer is not entitled to receive any new Software that Perforce does not deem to be a part of the Software package. For example, Customer is entitled to all updates and upgrades to the Software during the term of the Customer's Software Support Services for which it has paid the Software Support Services Fee, but should Perforce release another software package with related but different functionality under a different product name, Customer would not be entitled to such Software as an update or upgrade to their current Software package.
- c. Customer is entitled to download, at no additional cost, versions of the Program for any additional Platforms available from Perforce as listed in Perforce's published offering of products, provided that the aggregate configuration of users supported among all servers does not exceed the number of licenses as provided in Customer's license file.
- d. Perforce will provide patches for Severity A Issues for:
- 1. i. Server Products. The latest server releases and earlier server products for two years after the Software's initial availability.
- 2. ii. Desktop and Web Apps. Latest releases and earlier releases for one year after the Software's initial availability.
- e. End of Life Software Support. Buyer will also have the option of paying additional fees to extend Software Support Services for a specific Perforce server product release for up to two additional years or a specific Perforce desktop or web app for one additional year. For a list of the end of life terms for the Software, go to Perforce's website located at: https://www.perforce.com/maintenance-support.
- 3. Critical Care Support Services. In consideration of an additional fee (the "Critical Care Support Services Fee(s)") per license of the Software paid by Customer, in addition to the Software Support Services provided above, Perforce shall provide the Customer with the following services (the "Critical Care Support Services") during the Term:
- a. Perforce will provide Customer with a telephone response from a technical support engineer within 60 minutes of reporting a Critical Problem to Perforce by telephone at Perforce's designated Critical Care telephone number, which is provided to Customer upon receipt of the Critical Care Support Services Fee.
- b. A "Critical Problem" is defined as a condition where an entire group is prevented from performing critical tasks in the Perforce Helix Versioning Engine by the failure of Perforce Helix Versioning Engine to perform as specified in the Perforce Helix Versioning Engine's Documentation. The following symptoms are examples of a Critical Problem: (i) the failure of Perforce Helix Versioning Engine following a server upgrade; (ii) denial of access to the server where the Perforce Helix Versioning Engine resides; or (iii) providing assistance in recovering Helix server data after a hardware failure or crash.
- 1. Standard Technical Support.
- C. Exclusions from Software Support Services and Critical Care Support Services. Perforce has no obligations to: (a) provide Software Support Services, or Critical Care Support Services where hardware, tools, or software other than those supplied by or approved by Perforce have been incorporated into the Software; (b) provide Support for Software damaged by, or caused by, Customer; (c) import or export customer data, create or modify custom business rules or reports, or support custom modifications of the Software; or (d) provide Software Support Services, or Critical Care Support Services, for problems that cannot be reproduced in running the Software in a configuration meeting published Perforce specifications.
- D. Obligations and Acknowledgments of Customer.
- 1. Customer agrees to these Terms and Conditions as part of one or more licenses for Perforce's Software, or other agreements relating to the Software, by and between Perforce and the Customer.
- 2. Customer will promptly report problems or bugs with the Software to Perforce.
- 3. Perforce may request that Customer take certain actions to determine whether the Customer's issue, error, or problem is related to the Software, or to another item in the Customer's environment.
- 4. Customer agrees to reasonably cooperate with the support representatives from Perforce.
- 5. Customer must keep adequate backup copies of its data and databases, and agrees that Customer is solely responsible for any and all restoration and reconstruction of lost or altered files or data that occurred prior to, or may occur during, the support process.
- 6. Customer agrees that Perforce may collect and use technical information and statistics regarding Customer's use of the Software during the provision of Software Support Services and Critical Care Services. Such information, used in an aggregated and de-identified format, will be used for internal diagnostic purposes and to help Perforce improve its Software and Software Support Services and Critical Care Services.
- E. Termination. Perforce reserves the right to immediately terminate the Software Support Services and the Critical Care Support Services, without any further obligation to Customer, if Customer tampers with or modifies the Software without the express written authorization of Perforce in its sole discretion, or if Customer uses the Software in violation of any applicable agreement between Customer and Perforce or these Terms and Conditions.
- F. Warranty. Perforce warrants that it will perform the Software Support Services and the Critical Care Support Services, as applicable, in a professional and workmanlike manner in accordance with the specifications set forth in herein. Perforce's sole liability, and Customer's exclusive remedy, for any breach of the under the warranty set forth in this Section F is limited to Perforce re-performing the non-conforming the Software Support Services or the Critical Care Support Services, as applicable, so as to make the non-conforming support services conforming.
- G. Disclaimer of Additional Warranties. WITH THE EXCEPTION OF THE WARRANTIES SET FORTH IN SECTION F, PERFORCE HEREBY DISCLAIMS ALL WARRANTIES RELATING TO THE SOFTWARE, OR OTHER SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND CONFORMITY TO ANY REPRESENTATION, SKILL, AND CARE. PERFORCE DOES NOT MAKE ANY WARRANTY OR GUARANTEE THAT THE SOFTWARE SUPPORT SERVICES AND THE CRITICAL CARE SUPPORT SERVICES WILL BE FREE FROM ERRORS OR DEFECTS OR THAT THE SOFTWARE OR THAT THE SOFTWARE SUPPORT SERVICES AND THE CRITICAL CARE SUPPORT SERVICES WILL PROTECT CUSTOMER AGAINST ALL POSSIBLE THREATS.
- H. Limitation of Liability. PERFORCE WILL NOT BE LIABLE TO CUSTOMER WITH RESPECT TO THE SUBJECT MATTER OF THESE TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (OTHER THAN ANY PUNITIVE DAMAGES PAID OR PAYABLE TO A THIRD PARTY), INCLUDING, WITHOUT LIMITATION, CLAIMS FOR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, FILES, OR PROGRAMS OR COSTS OF RECOVERING SUCH INFORMATION, EVEN IF PERFORCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PERFORCE WILL NOT BE LIABLE FOR ANY AMOUNTS THAT, IN THE AGGREGATE, EXCEED THE SOFTWARE SUPPORT FEES AND THE CRITICAL CARE FEES PAID, OR DEEMED TO HAVE BEEN PAID, BY CUSTOMER TO PERFORCE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
- I. General.
- 1. Recording. In providing the Software Support Services and the Critical Care Support Services, Perforce may record the telephone calls for quality assurance and training purposes in compliance with all applicable laws.
- 2. Assignment. The provision of the Software Support Services and the Critical Care Support Services are not assignable by Customer without the prior written consent of Perforce. Any attempt to assign by Customer without consent will be void and of no effect. Perforce may subcontract the provision of the Software Support Services and the Critical Care Support Services to a third party.
- 3. Applicable Law. This Agreement shall be governed by the laws of the State of Minnesota without giving effect to any choice of law or conflict provision or rule (whether of the State of Minnesota or of any other jurisdiction) that would cause the laws of any other jurisdiction to be applied.
PERFORCE SOFTWARE, INC. END-USER LICENSE AGREEMENT ("EULA")
This EULA is a legal agreement between the end user (referred to herein as "You," "Your," "Customer," or "Licensee"), and Perforce Software, Inc., a Delaware corporation, on its own behalf, and on behalf of each its subsidiaries (collectively, “Perforce”). This EULA governs Your use of Perforce's program(s) (the "Software").
BY INSTALLING, DOWNLOADING, REGISTERING, OR OTHERWISE ACCESSING OR USING THE SOFTWARE, YOU (OR YOUR AUTHORIZED AGENT, IF APPLICABLE) EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS EULA AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT SO AGREE, YOU MAY NOT INSTALL, DOWNLOAD, OR OTHERWISE ACCESS THE SOFTWARE. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY, AND ITS SUBSIDIARIES, AFFILIATES AND USERS, TO THIS EULA, IN WHICH CASE THE TERM "YOU, "YOUR," "CUSTOMER," AND "LICENSEE" SHALL REFER TO SUCH COMPANY OR ENTITY AND ITS SUBSIDIARIES, AFFILIATES, AND USERS.
- 1. Updates to this EULA. Perforce reserves the right, from time to time, to update, revise, modify and supplement the terms of this EULA, including, without limitation, the imposition of new or additional rules, policies, or terms on Licensee's use of the Software. Perforce will post the updated EULA on its website at www.perforce.com/termsandconditions, at which time such updated EULA will become immediately effective for all subsequently purchased licenses of the Software.
- 2. Grant of License; Conditions; Restrictions.
- 2.1 Subject to the terms and conditions of this EULA, Perforce grants to Licensee, and Licensee hereby accepts, a limited, non-sublicensable, non-exclusive, and non-transferable license for the Software, for the number of authorized users, and for the term as specified on the Perforce price quote or Perforce invoice, for Licensee's users to: (a) install and use the Software in accordance with the documentation for Licensee's own direct internal business purposes, and subject to all restrictions herein; and (b) make the number of exact copies of the Software and the related documentation as required for archival and back-up purposes, provided that each back-up copy of the Software retains all copyright and other proprietary notices included in the original copy provided by Perforce to the Licensee. Perforce hereby reserves all rights in and to the Software that are not specifically granted by this EULA. Notwithstanding anything to the foregoing in this Section 2.1, if the licenses granted under this EULA are for evaluation purposes, then, during the specified evaluation period, Licensee's use of the Software shall be limited to internal non-production evaluation use only.
- 2.2 Except as expressly provided in Section 2.1 above, Licensee shall not, either directly or indirectly, cause, instruct, direct, or permit any other person or entity to: (a) reverse engineer, translate, disassemble, decompile, reverse engineer, sell, rent, lease, manufacture, adapt, create derivative works from, or otherwise modify or distribute the Software or the documentation, or any part thereof, or otherwise attempt to discover the source code; (b) copy, in whole or in part, the Software or the documentation; (c) delete any copyright, trademark, patent or other notices of proprietary rights of Perforce or other parties as they appear anywhere in or on the Software or the documentation, or any portion thereof; or (d) tamper with, or attempt to tamper with, or circumvent or disable, or attempt to circumvent or disable, any license key or other limiting function delivered with the Software, or otherwise attempt to gain access to functionality or capacity that is not validly licensed by Licensee.
- 2.3 Open Source Components. The Software may include open source software (the "Open-Source Components"). Any use of the Open-Source Components by Licensee shall be governed by and is subject to, the terms and conditions of the applicable licenses and notices for such Open-Source Components. The Open-Source Components and the terms and conditions of the applicable licenses and notices for such Open-Source are SPECIFICALLY EXCLUDED FROM ANY WARRANTY OR OTHER PERFORCE OBLIGATIONS IN THIS EULA.
- 2.4 Federal Government End Use Provisions. Perforce provides the Software for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Software include only those rights customarily provided to the public as defined in this EULA. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and the Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation).
- 3. Limited Warranties, Disclaimers, and Limitation of Liability.
- 3.1 Limited Warranties. For a period of 30 days from the purchase date, Perforce warrants that the Software will substantially comply with its documentation; provided, however, that Perforce shall not be liable under this warranty if Licensee has not implemented any subsequent versions of the Software made available by Perforce under the software support, or provided to avoid potential infringement claims. Perforce's sole liability, and Licensee's exclusive remedy, for any breach of the foregoing warranty by Perforce is limited to the following: Perforce will, at its option, either repair or replace, at no additional charge to Licensee, any Software that fails to meet the foregoing warranty. Perforce makes no representations or warranties as to the continued availability of the Software.
- 3.2 DISCLAIMER OF WARRANTIES. WITH THE EXCEPTION OF THE WARRANTIES SET FORTH IN SECTION 3.1, PERFORCE AND ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES RELATING TO THE SOFTWARE, OR OTHER SUBJECT MATTER OF THIS EULA, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NEITHER PERFORCE NOR ITS SUPPLIERS MAKES ANY WARRANTY WITH RESPECT TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE OR THAT THE SOFTWARE WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE FASHION OR MEET LICENSEE'S REQUIREMENTS. ALL OPEN-SOURCE COMPONENTS AND OTHER THIRD PARTY MATERIALS ARE PROVIDED "AS IS."
- 3.3 Limitation of Liability. IN NO EVENT SHALL PERFORCE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, CLAIMS FOR DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OR CORRUPTION OF DATA, FILES, OR PROGRAMS OR COSTS OF RECOVERING SUCH INFORMATION, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE OR THIS EULA EVEN IF PERFORCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PERFORCE WILL NOT BE LIABLE FOR ANY AMOUNTS THAT, IN THE AGGREGATE, EXCEED THE FEES PAID, BY LICENSEE TO PERFORCE DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. LICENSEE ACKNOWLEDGES THE PROVISIONS OF THIS SECTION 3.3 ALLOCATES THE RISKS UNDER THIS EULA BETWEEN THE PARTIES, AND LICENSEE HAS RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS EULA.
- 4. Intellectual Property Ownership; Confidentiality. Licensee acknowledges and agrees that it obtains no ownership rights in the Software or the documentation, and that Perforce has and retains all right, title, interest and ownership, including any and all intellectual property rights, in and to the Software and any documentation, and in any copies, improvements, enhancements, or updates of the Software or the documentation, whether made by Licensee or Perforce. The Software is protected by United States laws, laws of other nations, and international treaty provisions. All rights not expressly granted in this EULA are reserved. Licensee acknowledges and agrees that the Software and the documentation, and all license keys to the Software, constitute and embody valuable confidential information and trade secret information of Perforce, and Licensee shall secure and protect such confidential information and trade secret information consistent with Perforce's rights therein, and shall not disclose such confidential information and trade secret information to any third party.
- 5. Compliance. Licensee acknowledges and agrees that Licensee shall be responsible for (a) installing the Software, (b) ensuring that usage by each of its users is in accordance with the terms and conditions of this EULA, and (c) ensuring that Licensee, and its users, agree to comply fully with all applicable laws, rules, and regulations, including, without limitation, to ensure that neither the Software nor any components thereof are exported, directly or indirectly, in violation of export laws or are intended to be used or are used for any purposes prohibited by law. Licensee is and remains liable to Perforce for any breach of this EULA by Licensee or its users and any breach of this EULA by Licensee or its users shall be deemed a breach by Licensee for which
- 6. Term; Termination.
- 6.1 This EULA, and the licenses granted hereunder are effective upon the date that Perforce makes the Software available to Licensee for download. Unless terminated earlier pursuant to Section 6.2 below, the term for the licenses granted hereunder shall be as provided in the Perforce price quote with respect to a specified evaluation term, specified subscription term or perpetual term.
- 6.2 Notwithstanding the foregoing, Perforce shall have the right to terminate this EULA immediately in the event that Licensee materially breaches its obligations hereunder. Licensee shall, within 15 days of termination of this EULA for any reason, (a) discontinue all use of the Software, (b) destroy the original and all copies of the Software in its possession or control, and (c) provide written confirmation to Perforce of its compliance with the foregoing requirements. Upon any termination or expiration of EULA, all rights granted by Perforce to Licensee shall terminate.
- 7. Licensee Indemnification. Licensee shall indemnify and defend Perforce and its officers, directors, shareholders, employees, agents, affiliates, subsidiaries, successors, and assigns against any third party claim or threat of claim arising from or related to Licensee's, or any of its users, breach of this EULA.
- 8. Miscellaneous. Licensee may not sell, transfer, assign, or delegate any rights or obligations under this EULA. This EULA shall be governed by the laws of the State of Minnesota, without giving effect to any choice of law or conflict provision or rule, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any judicial proceeding brought with respect to this EULA may only be brought in the state and federal courts located in the State of Minnesota located in Hennepin County, and the Licensee hereby submits to the exclusive jurisdiction and venue of such courts, and any related appellate courts. No amendment or modification of this EULA, nor any waiver of any rights hereunder, shall be effective unless agreed to in a writing signed by authorized representatives by both parties. Any such waiver shall be narrowly construed to apply only to the specific provision and under the specific instance and circumstances for which it was given. Except as expressly provided in this EULA, no person or entity who is not a party will have any right or obligation pursuant to this EULA. Licensee agrees that, in addition to any other remedies available hereunder, by law, or otherwise, Perforce, and its third party providers, will be entitled to seek injunctive relief, as well as any other available equitable remedies, against any such continued breach by Licensee of such obligations. If any provision of this EULA is held invalid, illegal, or otherwise unenforceable, such provision shall be modified rather than voided in order to achieve the intent of the parties to the extent necessary to make the provision enforceable, and the enforceability of the remaining provisions of this EULA will not be impaired thereby. This EULA, including all price quotes and invoices issued in connection herewith, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels any prior and contemporaneous oral or written proposals, promises, or agreements. No terms or conditions, including any pre-printed or boilerplate terms and conditions, stated in any Licensee purchase order, or in any other Licensee documentation, shall be incorporated into or form any part of this EULA, and all such terms or conditions shall be null and void and of no force and effect.
CLOUD SERVICES AGREEMENT
1. This Agreement. This Cloud Services Agreement (“Agreement”) is a binding legal document by and between Perforce Software, Inc., a Delaware corporation, on behalf of itself and on behalf of its subsidiaries and affiliates (“Perforce”), and you (the “Licensee”), which explains your rights and obligations as a Licensee of Perforce.
BY INSTALLING, DOWNLOADING, REGISTERING, OR OTHERWISE ACCESSING OR USING THE CLOUD SERVICE, YOU (OR YOUR AUTHORIZED AGENT, IF APPLICABLE) EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT SO AGREE, YOU MAY NOT INSTALL, DOWNLOAD, OR OTHERWISE ACCESS THE CLOUD SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY OR ENTITY, AND ITS SUBSIDIARIES, AFFILIATES AND USERS, TO THIS AGREEMENT, IN WHICH CASE THE TERM “YOU, “YOUR,” AND “LICENSEE” SHALL REFER TO SUCH COMPANY OR ENTITY AND ITS SUBSIDIARIES, AFFILIATES, AND USERS.
2. Purpose of the Agreement. The purpose of this Agreement is to agree on the terms applicable to the Cloud Service that is provided by Perforce to the Licensee. The service is based on computer infrastructure that is rented by Perforce (the “Server”) from a server provider of Perforce’s own choice (the “Server Provider”), and it is accessible via the Internet.
“Allowed Repository Content” shall mean any software source code files and associated files.
“Cloud Services” shall mean the source code hosting and software collaboration platform provided as a hosted service by Perforce to Licensee under this Agreement.
“Cloud Service Description” shall mean the specifications and descriptions of the Cloud Service as included on the Perforce website (www.perforce.com) at the time of acceptance of this Agreement by Licensee.
“Downtime” shall mean the time after the notification of Licensee to either the reporting system at https://www.perforce.com/support, or an email to firstname.lastname@example.org during which the Cloud Service is not operating and therefore Unavailable. Downtime shall not include non- availability due to network congestion or failure in network connections or Scheduled Downtime. Logs of supplier system shall be used to establish whether the system is Unavailable or not.
“Licensee” shall mean either (a) you as an individual or (b) an entity, if you are using the Cloud Service in your capacity as an employee, representative, or agent of an entity.
“Licensee Data” shall mean all data, content and code (i) uploaded by Licensee, or by another party on behalf of the Licensee to the Cloud Service, (ii) created by the processing occurring in the Cloud Service and (iii) submitted or otherwise sent by Licensee, its contractors or third parties in any manner to the service provided by Licensee with the Cloud Service. To the extent Perforce has assisted the Licensee in setting up Licensee’s data, content or code to the Cloud Service, this data shall be considered Licensee Data.
“Plan” shall mean the combination of a certain User Limit and the associated Subscription Fee opted for by the Licensee.
“Scheduled Downtime” shall mean that the Service is Unavailable between the hours 21.00 – 06.00 (GMT+2), and Perforce has notified the Licensee about Unavailability at least 7 days in advance.
“User Limit” shall mean the number of personal user accounts for the software the Licensee is allowed to use under any given Plan. Deactivated user accounts are not counted towards the User Limit. Personal user accounts are to be used by one party per user account only.
“Subscription” shall mean the right to use the Cloud Service and related support in the manner and during the term stated herein.
“Subscription Fee” shall mean the fee, revised by Perforce from time to time, for the right to use the Cloud Service and related support in the manner and during the term stated herein.
“Subscription Period” shall mean a period of 30 days starting from the acceptance by Licensee of this Agreement, or any subsequent period of equal length.
“Unavailable” shall mean that the Cloud Service is not available to the Licensee, and the lack of availability is caused by non-functioning of equipment or software that belongs to Perforce’s infrastructure and/or is in Perforce’s control.
4. Cloud Service and Start of the Cloud Service. Perforce provides to Licensee the Cloud Service in accordance with the Cloud Service Description. It is the duty and responsibility of the Licensee to obtain and configure its own systems so that the Licensee is able to access the Cloud Service. The use of the Cloud Service requires a functioning Internet connection, and it is Licensee’s responsibility to obtain such a connection. Perforce is not responsible for functioning of the communications networks or the Internet.
5. Licensee’s General Obligations. Licensee shall not:
a) use the Cloud Service (or any part of it) for any illegal purpose and shall use it in accordance with all relevant laws;
b) upload or transmit through the Cloud Service (i) any computer viruses, macro viruses, trojan horses, worms or anything else designed to interfere with, interrupt or disrupt the normal operating procedures of a computer or (ii) any material which is defamatory, offensive, or of an obscene or menacing character;
c) use the Cloud Service in a manner which (i) may cause the Cloud Service to be interrupted, damaged, rendered less efficient or such that the effectiveness or functionality of the Cloud Service is in any way impaired or (ii) violates or infringes the rights of any person, firm or company (including, but not limited to, intellectual property rights, rights of confidentiality or rights of privacy);
d) attempt any unauthorized access to any part or component of the Cloud Service; and
e) alter or modify any part of the Cloud Service other than as may be reasonably necessary to use the Cloud Service for its intended purpose.
Licensee agrees that in the event that Licensee has any right, claim or action against any end user of the Cloud Service arising out of that end user's use of the Cloud Service, the Licensee shall pursue such right, claim or action independently of and without recourse to Perforce.
Licensee shall provide full and accurate information when creating any accounts in and for the Cloud Service. The Licensee is solely responsible for the activity that occurs on such accounts. Furthermore, Licensee shall notify Perforce immediately upon becoming aware of any unauthorized use of such accounts.
Licensee may use the Cloud Service for hosting software source code repositories that contain only Allowed Repository Content. Perforce does not limit the disk storage space available for such use. However, upon discovery of hosting of any Licensee Data apart from Allowed Repository Content, Perforce shall be entitled to, at its sole discretion and subject to a reasonable warning, suspend, terminate, or attach conditions to Licensee’s access and/or remove any such content or materials from the Cloud Service.
Licensee acknowledges and agrees that Perforce may occasionally send the Licensee communications regarding Licensee’s account or the Cloud Service via email.
6. Pricing and Payment. The pricing of the Cloud Service shall be as set forth on the applicable price quote issued by Perforce. Licensees under a paid Plan must provide valid billing information and full contact details. However, no billing information is required for a free Plan. The Subscription Fee paid by the Licensee shall be determined by the Plan in force at the beginning of each Subscription Period. The Subscription Fee for each Subscription Period shall be invoiced and become payable by the Licensee at the beginning of such Subscription Period. All fees payable are due within 30 days from the invoice date. Once Licensee has placed an order, the order is non-cancelable and the sums paid are non-refundable, except as may be otherwise provided in this Agreement. The Licensee is free to change their Plan during the Subscription Period, in which case the User Limit will be immediately adjusted accordingly and the new Plan will be taken into account in determining the Subscription Fee for the following Subscription Period, including any portion of the fees for increased User Limits made in the prior Subscription Period. Upon upgrading from a free Plan to one requiring payment by the Licensee, a new Subscription Period under the upgraded Plan and Subscription Fee shall begin immediately. Any consecutive upgrading and downgrading of the Plan during a Subscription Period by the Licensee which recurs during several Subscription Periods and which, as deemed by Perforce, effectively results in the payment of Subscription Fees not corresponding to the amount of actual use of the Software by Licensee, is not allowed under this Agreement. Perforce may, at its sole discretion, decide to charge the Licensee a Subscription Fee corresponding to the highest-paying Plan in force during such Subscription Period during which such behavior has occurred.
7. Change of Terms. Perforce may, in its sole discretion, revise the pricing and any other terms under this Agreement, including but not limited to the Plans and Subscription Fees, upon 30 days’ notice. Such notice may be provided at any time by posting the changes to the Perforce site (Perforce.com) and sending an email notification to the Licensee. Unless the Licensee cancels their Subscription by notifying Perforce five business days prior to the end of such 30 days’ period, any fees and terms based on such revisions shall be in effect starting from the next beginning Subscription Period after the 30 days’ notice period.
8. Upgrades and Updates. From time to time, Perforce may, in its sole discretion, make updates and upgrades to the Cloud Service. Such updates and upgrades shall be automatically deployed to the Cloud Service without a prior notification. Use of such updates and upgrades shall be covered by the same fees and terms of Perforce as applied to Licensee under Section 6 of this Agreement.
9. Third-Party Extensions to the Cloud Service. Licensee may choose to enhance the operation and features of the Cloud Service by subscribing to or procuring, via the Perforce site (www.perforce.com), certain third-party software extensions or add-ons intended to be used in connection with the Cloud Service (“Extensions”). For the sake of clarity, it is expressly stated that this Agreement does not cover the license or subscription to any Extensions, and all such licenses and/or subscriptions shall be acquired and signed up for by Licensee and all license and other agreements concerning Extensions are entered into by Licensee and not Perforce. Unless otherwise expressly agreed by Perforce, Perforce shall not be responsible or liable for the operation, or non-operation, or any other element of the Extensions.
10. Intellectual Property and Content Ownership. Perforce claims no intellectual property rights over the Licensee Data. Licensee acknowledges and agrees that all copyright, trademarks, and all other intellectual property rights in and to the Cloud Service shall remain at all times owned by Perforce or its licensors. The Licensee is permitted to use the Cloud Service only as expressly authorized by Perforce. Licensee shall not, either directly or indirectly, cause, instruct, direct, or permit any other party to: (a) reverse engineer, translate, disassemble, decompile, sell, rent, lease, manufacture, adapt, create derivative works from, or otherwise modify or distribute the Cloud Service or any materials or deliverables that Perforce provides to Licensee as part of this Agreement, or in the course of providing the Cloud Service support to the Licensee (the “Perforce Materials”), or any part thereof; (b) copy, in whole or in part, the Cloud Service or the Perforce Materials; (c) delete any copyright, trademark, patent or other notices of proprietary rights of Perforce or other parties as they appear anywhere in or on the Cloud Service program or documentation; or (d) tamper with, or attempt to tamper with, or circumvent or disable, or attempt to circumvent or disable, any license key or other limiting function delivered with the Cloud Service, or otherwise attempt to gain access to functionality or capacity that is not validly licensed by Licensee.
11. Confidentiality. Each party to this Agreement shall keep in confidence all material and information of confidential nature received from the other party and may not use such material or information for any other purposes than those of this Agreement. Upon termination of this Agreement or when the party no longer needs the material or information in question for the purpose of this Agreement, each party shall upon request of the other party return or destroy all confidential material and information received from the other party. Each party shall, however, be entitled to retain the copies required by law or regulations.
12. Data and Data Protection.
In this Agreement the terms “personal data”, “processing”, “controller” and “processor” shall have the meanings ascribed to them in the EU Directive 95/46/EC on the protection of personal data. Both parties to this Agreement are responsible for acting in compliance with their respective obligations as a controller or a processor under the data protection legislation applicable to them.
The Licensee or its contracting parties shall be the owners and controllers of any and all Licensee Data. Perforce does not form any registers from Licensee Data. Should any personal data be processed, the processing is done by the Licensee with the Cloud Service. If Perforce should be considered processing such data, then it shall be done on the behalf, and by the order, of the Licensee. The Licensee is the controller of any personal data contained in Licensee Data and is responsible for the duties of the personal data processor. Perforce may collect anonymous traffic and statistical data on the usage of the Cloud Service. Perforce may, for the purposes of maintaining network and data security or as required by law, monitor and record the Internet traffic to and from the Cloud Service. The Licensee shall be responsible for all Licensee Data and the usage of Licensee Data in the Cloud Service. Apart from the right to monitor Licensee Data for content formats outside of the scope of Allowed Repository Content, Perforce shall have no right and no obligation to monitor the content or quality of the Licensee Data.
Licensee represents and warrants that it shall use the Cloud Service only in conformity with all legal, contractual and eventual other mandatory obligations. Licensee shall indemnify and hold Perforce harmless from any eventual claims arising against Perforce with respect to the Licensee Data and its legality and conformity to other obligations.
Licensee acknowledges and agrees that the use of the Cloud Service may require data to be transferred to a country outside of Licensee’s country and/or outside of Europe. Against an additional fee, Licensee may choose which geographical region, out of the regions offered by Perforce to Licensee, the data will be stored in.
13. Disclaimer of Warranties and Limitation of Liability.
a) The Cloud Service is provided to the Licensee in accordance with the Cloud Service Description and this Agreement. In the event that the Downtime lasts for a consecutive period of at least five business days, the Licensee shall be entitled to terminate the Subscription and receive compensation for the remainder of the Subscription Period, including such consecutive Downtime for which the Licensee has already paid. In relation to the availability of the Cloud Service, there is no other remedy for the Licensee than what is agreed in this paragraph. Any other lacks or errors in the Cloud Service shall be communicated by the Licensee to Perforce promptly within seven days of the Licensee becoming aware of the lack or error, in order for the Licensee to be entitled to a remedy for such shortcoming or error. Perforce shall take all reasonable steps to correct any known lacks or errors within the next seven days. In the event Perforce fails in the correction efforts, the Licensee shall be entitled to compensation for direct expenses and damages caused by such lack or error, however subject to the liability limitations agreed in this Agreement.
b) THERE IS NO OTHER WARRANTY REGARDING THE CLOUD SERVICE, ITS QUALITIES, OR ITS ELEMENTS EXCEPT AS EXPRESSLY PROVIDED HEREIN, INCLUDING ANY RESPONSIBILITY FOR PROCESSING THE CUSTOMER’S PERSONAL DATA (if any) WHEN PERFORMING THE CLOUD SERVICES, UNLESS OTHERWISE EXPRESSLY AGREED TO BY THE PARTIES TO THIS AGREEMENT. THERE IS NO WARRANTY, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE LIABILITY OF A PARTY TOWARDS THE OTHER PARTY BASED ON THIS AGREEMENT FOR DIRECT EXPENSES AND DAMAGES CAUSED BY A BREACH OF CONTRACT SHALL NOT EXCEED THE EFFECTIVE SUBSCRIPTION FEES DURING A PERIOD OF SIX MONTHS PAID BY LICENSEE FOR THE USE OF THE CLOUD SERVICE. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR EXPENSES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS AND LOST SAVINGS, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE SHALL BE RESPONSIBLE FOR TAKING BACK-UP COPIES OF ITS DATA AND DATA FILES AND FOR VERIFYING THE FUNCTIONALITY OF SUCH BACK-UP COPIES. NEITHER PARTY SHALL BE LIABLE FOR THE LOSS OF, DAMAGE TO, OR ALTERATION OF, DATA OR DATA FILES OF THE OTHER PARTY DUE TO ANY CAUSE AND THE RESULTING DAMAGES AND EXPENSES INCURRED, SUCH AS EXPENSES BASED ON THE RE-CREATION OF DATA FILES. THE LIMITATIONS OF LIABILITY SHALL NOT APPLY TO DAMAGES CAUSED BY FRAUD OR INTENTIONAL MISREPRESENTATION. PERFORCE SHALL HAVE NO OTHER LIABILITY FOR ERRORS AND NO OTHER LIABILITY BASED ON THIS AGREEMENT, AND THE LICENSEE SHALL NOT BE ENTITLED TO ANY OTHER REMEDY, EXCEPT AS AGREED IN THIS SECTION 13. NOTWITHSTANDING ANYTHING TO THE CONTRARY, PERFORCE WILL NOT BE LIABLE AGAINST LICENSEE FOR LICENSEE’S USE OF THE SERVER, UNLESS AND ONLY TO THE EXTENT THAT THE SERVER PROVIDER IS RESPONSIBLE TOWARDS PERFORCE.
14. Term, Termination.
a) This Agreement and any Subscription under this Agreement shall be in force for the duration of any Subscription Period, and any Subscription shall be, at the end of each Subscription Period, automatically renewed with a Subscription Period of equal length, unless the Licensee chooses to not renew the Subscription by issuing a cancellation of Subscription to Perforce in writing no later than 30 days prior to the end of the applicable Subscription Period. Upon renewal of the Subscription Period, the Subscription is renewed subject to the fees and terms of Perforce applicable to the Cloud Service at the time of renewal.
b) Perforce may suspend Licensee’s access to, or use of, the Cloud Services if Perforce believes that: (i) there is a significant threat to the functionality, security, integrity, or availability of the Cloud Services or any content, data, or applications in the Cloud Services; (ii) Licensee is using the Cloud Services to perform an illegal act; or (iii) there is a violation of the Licensee’s obligations in Section 5 of this Agreement. Licensee acknowledges that in the event of suspension of the Cloud Services, the Licensee may not access any Licensee Data stored in the Cloud Service. Perforce will use reasonable efforts to re-establish the Cloud Services promptly after Perforce determines that the issue causing suspension has been resolved. Any suspension under this Agreement will not excuse Licensee from its obligations to make payments under this Agreement.
c) Perforce may terminate this Agreement, in its sole discretion, at any time with 30 days’ prior written notice, in which case this Agreement shall terminate at the end of the Subscription Period running at the time such notice period ends. Perforce may, in its sole discretion, immediately terminate this Agreement or suspend Licensee’s Subscription if any of the following events have occurred and are continuing: (a) if Licensee becomes bankrupt, insolvent, ceases the active conduct of its business or dissolves or liquidates or assigns its business for the benefit of creditors or if any receiver, trustee, or similar officer is appointed to take charge of Licensee's business or properties, or (b) if Licensee fails to comply with any obligation required under this Agreement, including but not limited to the payment of Subscription Fees.
d) For a period of 60 days after the termination of this Agreement, Perforce shall assist the Licensee in transferring their Licensee Data from Cloud Service to any other service provider. Perforce shall charge for the assistance, and the reasonable costs, of this transfer by the hour, and the Licensee undertakes to pay such charges. At the end of such 60 day period, Perforce will delete or otherwise render inaccessible any of the content that remains in the Cloud Services.
e) All rights and responsibilities, which by their nature are meant to survive termination or cancellation of this Agreement, shall survive the termination or cancellation of this Agreement.
a) Licensee may not sell, transfer, assign, or delegate any rights or obligations under this Agreement.
b) This Agreement shall be governed by the laws of the State of Minnesota, without giving effect to any choice of law or conflict provision or rule, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any judicial proceeding brought with respect to this Agreement may only be brought in the state and federal courts located in the State of Minnesota located in Hennepin County, and the Licensee hereby submits to the exclusive jurisdiction and venue of such courts, and any related appellate courts.
c) No amendment or modification of this Agreement, nor any waiver of any rights hereunder, shall be effective unless agreed to in a writing signed by authorized representatives by both parties. Any such waiver shall be narrowly construed to apply only to the specific provision and under the specific instance and circumstances for which it was given.
d) Except as expressly provided in this Agreement, no person or entity who is not a party will have any right or obligation pursuant to this Agreement.
e) Licensee agrees that, in addition to any other remedies available hereunder, by law, or otherwise, Perforce, and its third party providers, will be entitled to seek injunctive relief, as well as any other available equitable remedies, against any such continued breach by Licensee of such obligations.
f) If any provision of this Agreement is held invalid, illegal, or otherwise unenforceable, such provision shall be modified rather than voided in order to achieve the intent of the parties to the extent necessary to make the provision enforceable, and the enforceability of the remaining provisions of this Agreement will not be impaired thereby.
g) This Agreement, including all price quotes and invoices issued in connection herewith, constitutes the sole and entire agreement of the parties with respect to the subject matter hereof and supersedes and cancels any prior and contemporaneous oral or written proposals, promises, or agreements. No terms or conditions, including any pre-printed or boilerplate terms and conditions, stated in any Licensee purchase order, or in any other Licensee documentation, shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void and of no force and effect.
h) Perforce is an independent contractor, not Licensee’s agent, joint venture, partner, or fiduciary. Perforce does not undertake to perform any of Licensee’s regulatory obligations or to assume any responsibility for Licensee’s business or operations.
i) Perforce may use personnel and resources in locations worldwide, including third party contractors and subprocessors to support the delivery of the Cloud Services. Perforce may transfer content, including personally identifiable information, across country borders. Perforce is responsible for the obligations under this Agreement even if Perforce uses third party contractors or subprocessors.
j) All notices provided for in this Agreement will be in writing and will be sent by facsimile with confirmation to the number specified below, personally delivered, or sent by reputable overnight courier service (delivery charges prepaid), or by registered or certified mail, postage prepaid, return receipt requested, to any party at the address specified for Perforce below, and at the address of the Licensee provided on the signature page to this Agreement. All notices, demands, and other communications hereunder may be given by any other means (including electronic mail), but will not be deemed to have been duly given unless and until it is actually received by the intended recipient; provided, however, that notice given by electronic mail will be deemed to have been given when sent so long as no electronic notice is delivered to the sending party indicating that the electronic mail could not be delivered.
If to Perforce, addressed to:
Perforce Software, Inc.
Attn: General Counsel
400 North First Avenue, Suite 200
Minneapolis, Minnesota 55401, USA
Facsimile: (510) 864-5340
By using the Perforce website, you, on behalf of yourself and any other person or entity on whose behalf you are using the Perforce website (collectively, “you”), consent and agree to our use, sharing, and disclosure of information as described in this Policy including any revisions to this Policy.
2. Information We May Collect From You
The personal information that Perforce collects is information that identifies you, or is reasonably linked to you, such as your email address, name, company name, home and/or work address, and/or telephone number. When you visit the Perforce website, we may view the Internet Protocol (or “IP”) address of the device you are using to connect to the Internet and view the Perforce website.
You do not need to provide us with personal information in order to view the Perforce website, but, when you use the Perforce website, you may choose to provide us with information about yourself in a variety of different ways. We may collect and combine this information with information you choose to provide off-line. While you are under no obligation to provide such information, we cannot guarantee that we can provide customer support in the event that relevant information related to the use of our products or services is withheld. We may retain communications relating to customer support, and/or information drawn from such communications, for statistical and/or reference purposes. Some examples of the types of information we collect on the Perforce website include:
Information you provide when subscribing to our mailing lists and company newsletter, interacting with the Public Depot, KnowledgeBase, user lists, and weblog, and when reporting a problem with our Perforce website;
Request of services such as customer support, technical support, interactive demos, training, and consulting;
Details of your visits to our site including, but not limited to, traffic data, location data, the resources that you access, and other communication data;
Ensuring content from our site is presented in the most effective manner;
Providing you with services that you request from us;
Carrying out our obligations arising from any contracts entered into between you and us;
Allowing you to participate in interactive features of our service when you choose to do so;
Notifying you about changes to our services;
Submitting a testimonial, comment, or other feedback message on a blog or other public-forum hosted on the Perforce website; and
Contacting you with information about goods and services similar to those which were the subject of a previous sale to you.
3. Social Media Features; Links to other Websites
4. Information Collected Automatically Online
We may permit third party service providers to collect and process some information from our digital properties. These providers may automatically collect information provided by your browser as part of a web page request, such as your referring domain, cookies, or your IP address. For more information on how these tools collect and use your information, please refer to the third parties’ respective privacy policies. By using the Perforce website, you consent to the processing of data by these third parties in accordance with the third parties’ privacy policies.
Please note that the Perforce website does not monitor, or behave differently, if your computer transmits a “do not track” or similar beacon or message.
5. Where We Store Your Personal Data
The data we collect from you may be transferred to, and stored at, various locations dependent on where Perforce systems are hosted, which are primarily located in the United States, United Kingdom, Belgium, and Australia. The data may be processed by staff who work for us or for one of our suppliers. By submitting your personal data, you agree to this transfer, storing, or processing. We take appropriate steps to ensure that the personal data we collect under this Policy is processed according to the provisions of this Policy and the requirements of applicable law no matter where the data is stored. These steps include a variety of legal mechanisms, such as the use of personal data processing agreements incorporating the EU Commission Model Clauses.
The transmission of information via the internet is not completely secure. Although we will take reasonable precautions to protect your personal data, we cannot guarantee the security of your data transmitted to our site, and any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorized access.
6. Client Data and Storage.
Perforce ensures that all Perforce source code, files, and data that are stored by Perforce remain private and confidential. You will ensure the security of the source code, files, and data that is stored in your managed servers and premises. Due to the sensitive nature of source code, we take this very seriously and make it our primary concern for all customers. Although Perforce owns the code, databases, and all rights to Perforce’s software applications, you retain all rights to your data. When you use the messaging or file upload features of any of Perforce’s software applications, the data you submit is retained on the servers of our third-party service provider. Perforce does not access or use this data for any purpose other than for providing the service, but you should be aware that these files are not encrypted and they could be disclosed in legal proceedings or investigations.
7. Information Security and Storage of Data
Perforce restricts access to personal information only to authorized personnel, contractors and agents who need to know that information in order to operate, develop, or improve our service. These individuals are bound by confidentiality obligations and may be subject to discipline, including termination and criminal prosecution, if they fail to meet these obligations. Even though the software has automated tests for features, for any problems concerning payments or billing, a warning email is sent to our administrators to quickly track down all the possible concerns. All traffic is encrypted using Secure Socket Layer technology (SSL) or other encrypted tunnels.
8. Uses Made of Your Information
We do not sell, rent, or lease our customer lists to third parties. We occasionally hire other companies to provide services on our behalf, but they are required to maintain the confidentiality of the information provided and are prohibited from using it for any purpose other than to deliver the services. Additionally, some of Perforce’s services are co-branded and offered in conjunction with other companies. We may share with those companies information collected in conjunction with the co-branded services.
9. How We Use the Information We Collect
We use the information we collect for things like:
- Identifying you on our Perforce website in order to customize your experience;
- Fulfilling orders and requests for products, services, or information;
- Marketing and advertising products and services; and
- Conducting research and analysis.
10. Protecting Children's Privacy
We are committed to protecting children's privacy on the Internet and we do not knowingly collect personal information from children under the age of 13 without prior parental consent. Please contact us via the "Contact Us" section of this Policy if you believe we may have collected information from your child and we will work to delete it.
11. Disclosure of Your Information
In the event we sell any business or assets, we may disclose your personal data to the prospective buyer of such business or assets. We may access or disclose information about you if we are under a duty to disclose or share your personal data to comply with any legal obligation, or to protect the rights, property, or safety of our employees, customers, or affiliates.
12. Third-Party Tracking Technologies
13. Legal Disclaimer
The Perforce website will disclose your personal information, without notice, only if required to do so by law or in the good faith belief that such action is necessary or reasonably desirable in our business judgment to protect our interests or those of third parties to: (a) comply with applicable laws or with any legal process served on Perforce or the Peforce website; (b) protect and defend the rights or property of Perforce (including enforcing this Policy); and, (c) act under exigent circumstances to protect the personal safety of users of Perforce or the public.
14. Compliance with Regulatory Frameworks
15. Your Rights
If your personally identifiable information changes, or if you no longer desire our services, you may correct, update, and/or request deletion on our site by emailing our privacy team at email@example.com. We will respond to all access requests within 30 days. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why. You can also stop the delivery of future promotional email from Perforce by following the opt-out instructions in emails that you receive.
If you request that your user information be deactivated from our records, there may be a brief delay in our processing that request while we verify that the request is valid and that it originates from you as opposed to an unauthorized third party. If you request that your information be deactivated, we reserve the right to terminate and/or limit your access to the Perforce website.
If you provide Perforce with user information, you have the following rights with respect to that information:
- To review the user information that you have supplied to us;
- To request that we correct any errors, outdated information, or omissions in user information that you have supplied to us;
- To request that your user information not be used to contact you;
- To request that your user information be removed from any solicitation list that we use;
- To request that your user information be deactivated from our records; and
- To unsubscribe.
To exercise any of these rights, please contact us at firstname.lastname@example.org.
16. Your California Privacy Rights
This Policy describes how we share information for marketing purposes. This Policy and rights apply to all customers, including California residents:
- We do not sell information with others outside of Perforce for marketing purposes, except as is otherwise described in this Policy.
- We may share information with vendors, such as a fulfillment company that assists us with our operations, as provided in this Policy.
17. Contact Us
Address: 400 North First Avenue, Suite 200
Attention: Marketing Department
Minneapolis, Minnesota 55401
A "background user" is a user identification which runs only Perforce background jobs. A "Perforce background job" is a software program which uses the Perforce server, either by means of Perforce client programs or the Perforce client API, to perform automated tasks. A background user license gives Customer the right to create one background user. Customer acknowledges the limitations of this background user license and agrees to restrict use of this non-paid user license as described herein.
Change of Server IP Address
The Customer requests that Perforce Software, Inc., a Delaware corporation, on its own behalf, and on behalf of each its subsidiaries (collectively, “Perforce”), issue a license file enabling Customer to use the Perforce server software ("Software") on the computer identified as the "New server." This license file will supersede one or more license files ("Superseded Files") that presently permit the Software to run on the computer identified as the "Old server."
In consideration of Perforce's issuing the requested license file, Customer acknowledges and agrees that Customer will, within fifteen (15) days from the date the new license file is issued, take all measures necessary to remove and/or unrecoverably and permanently delete and/or destroy all copies of the Software located on the Old Server, and the related duplicate license files, including the permanent, unrecoverable deletion, or destruction, of all copies of the Software, or parts thereof, on the Old Server, and on any other media where the Software was installed or accessed that is not connected to the New Server or the main license file stored on the New Server.
Customer acknowledges and agrees that, in the event Customer's representation above is untrue or has been breached, and Perforce commences legal action, to enforce the terms hereof, or to enforce intellectual property rights in the Software for Customer's unauthorized use thereof: (a) Perforce will be threatened with immediate and irreparable harm and will be entitled to seek, without limitation, (i) preliminary and permanent injunctive relief, without the requirement of posting a bond or other security, that will prohibit Customer’s further possession or use of unauthorized copies of the Software or any part thereof, and/or (ii) specific enforcement of the terms hereof; and (b) should Perforce prevail in any such legal action, Customer will pay all attorneys' fees and reasonable expenses incurred by Perforce in prosecuting such legal action.
All terms and conditions of the license agreement entered into by and between Customer and Perforce, or the click accept license agreement located at https://www.perforce.com/terms-use#eula, whichever is applicable, with the exception of those terms expressly modified by this agreement, are incorporated herein by reference and made part of this agreement.
Customer certifies that the information provided is correct and complete and acknowledges that no distribution or duplication of the Software is permitted.
By making this change of server IP request, Customer agrees to allow Perforce, during reasonable business hours and upon reasonable notice, to conduct an audit of Customer's computer systems, including, without restriction, the server identified by its IP address in this request and all servers for which Perforce Software Inc. has previously granted licenses to Customer, for the sole purpose of verifying Customer's compliance with the conditions set forth in the foregoing paragraph ("Purpose"). Customer agrees to cooperate with Perforce in the conduct of such an audit, and to provide all technical assistance reasonably requested by Perforce for the Purpose.
Duplicate Server Request
Customer understands and agrees that the additional software licenses being supplied by Perforce Software, Inc., a Delaware corporation, on behalf of itself and its subsidiaries, as applicable (collectively, “Perforce”), are for the sole purpose of enabling already-licensed personnel to access more than one Perforce server. Customer acknowledges that Perforce licenses its product to an authorized party of Customer who is assigned a user account of type standard by Customer to consume one license to use the products licensed by Perforce and for which a user record in the Customer’s Perforce database will have been created, and does not operate a floating, concurrent, or site license system.
By making this request, Customer agrees to allow Perforce, during reasonable business hours and upon reasonable advance notice, to conduct an audit of Customer's computer systems, including, without restriction, the server identified by its IP address in this request, and all servers for which Perforce has previously granted licenses to Customer, for the sole purpose of verifying Customer's compliance with the conditions set forth in the foregoing paragraph (the "Purpose"). Customer agrees to cooperate with Perforce in the conduct of such an audit, and to provide all technical assistance reasonably requested by Perforce for the Purpose.
Perforce Software, Inc., a Delaware corporation, on behalf of itself, and on behalf of its subsidiaries, as applicable (collectively, “Perforce”), understands that, due to Customer's representations regarding Customer’s current server environment, licensing based on the IP address of the server host is not practical. Customer acknowledges and agrees that the license of Perforce’s software requires that each of Customer’s employees and other authorized parties who will have access to use the software must be assigned a user account of type standard by Customer to consume one license to use the software licensed to Customer by Perforce and for which a user record in the Customer’s Perforce database will have been created. Customer further acknowledges and agrees that Perforce does not operate a floating license system. All copies of the license file delivered to Customer remain the property of Perforce, and all copies of the license file, including Customer’s use of such license file, are subject to the terms and conditions of the license agreement entered into by and between Customer and Perforce, or the click accept license agreement located at https://www.perforce.com/terms-use#eula, whichever is applicable. Notwithstanding the foregoing, Customer is expressly forbidden from copying, reverse engineering, altering, tampering with, circumventing, disabling, or otherwise distributing the license file under any circumstances. The terms of this acknowledgment are deemed to be additional terms to the license agreement entered into by and between Customer and Perforce, or the click accept license agreement located at https://www.perforce.com/terms-use#eula, whichever is applicable.
Data Security and Privacy Statement for Helix ALM Add-On for Jira
The Helix ALM add-on for JIRA allows the Customer's users to view data about Helix ALM items that are associated with JIRA issues. Perforce Software, Inc., a Delaware corporation, on behalf of itself, and on behalf of its subsidiaries, as applicable (collectively, “Perforce”), is responsible for provisioning, managing, and monitoring the hosted servers for JIRA add-on's applications.
2. Data Storage
The Helix ALM add-on for JIRA stores JIRA issue IDs and the JIRA project configuration information in the Customer's instance of the Helix ALM server. Perforce stores no customer or JIRA data because the JIRA add-in is a client side extension. The only operation Perforce servers perform is providing the download material for the JIRA add-in. No data is ever sent back to Perforce servers.
3. People and Access
Access to all of Customer's Helix ALM data is restricted by command and field security settings within Customer's Helix ALM, and Perforce does not have access to such data. All of Customer's JIRA add-on data is restricted by security settings within Customer's JIRA add-on., and Perforce does not have access to such data.
Perforce understands the importance of maintaining the privacy of all customer-related data. For more information please see our privacy statement.
Copyright Terms and Conditions
The content on the Perforce website is protected by the Copyright Laws of the United States of America and other countries worldwide. The unauthorized use and/or duplication of this material without the express and written permission from Perforce is strictly prohibited. Excerpts and links may be used, provided that full and clear credit is given to Perforce with the proper and specific direction to the original content.
Equal Employment Opportunity / Affirmative Action Policy Statement
Perforce Software is committed to providing equal employment opportunity to all applicants and employees regardless of their race, creed, color, religion, gender, age, national origin, disability, military service, protected veteran status, genetic information, sexual orientation, gender identity or any other characteristic protected by federal, state or local law. We are strongly committed to this policy and believe in the concept and spirit of the law.
Perforce Software is further committed to ensuring that employment decisions are based on valid job requirements. In addition, all employment actions, such as recruiting, hiring, training, promotion, compensation, benefits, transfers, layoffs and termination are administered fairly to all persons on an equal opportunity basis, without discrimination on the basis of protected categories named above.
Perforce Software will not tolerate employees and applicants to be subjected to harassment, intimidation, threats, coercion or retaliation because they engaged or may engage in filing a complaint or assisted in a review, investigation or hearing related to any federal, state or local law requiring equal employment opportunity; or because they opposed any act deemed unlawful. Perforce Software will provide qualified applicants and employees with disabilities any needed reasonable accommodations, as required by law.
Janet Dryer, CEO, supports this affirmative action program and has appointed Brian Holsten, VP of Human Resources as Perforce’s EEO Coordinator. The EEO Coordinator’s responsibilities include implementing an internal audit and reporting system to monitor and measure the effectiveness of Perforce’s equal employment opportunity efforts and report to executive management on this and any needs for remedial action.
Perforce Software maintains affirmative action plans for minorities, women, individuals with disabilities and protected veterans. Any questions regarding these plans or the company's equal opportunity policy should be directed to the EEO Coordinator who is responsible for the implementation of the plan. All employees are responsible for supporting the concept of equal employment opportunity and affirmative action, and assisting and cooperating in meeting our plan goals.
If you wish to view the plans for protected veterans and individuals with disabilities, contact Brian Holsten during normal business hours and arrangements will be made for the areas of the plan available for inspection under the law.
Perforce Software is committed to providing equal employment opportunity to all job seekers according to all applicable equal opportunity and affirmative action laws and regulations. If you are a qualified individual with a disability, a disabled veteran, or an individual that has other barriers that limit your ability to access our on-line application system, please contact Human Resources at 510-545-5400 or email at email@example.com to discuss alternative ways to apply for open positions.