Free Trial Signup

Serena offers a full feature 15 day free trial. You can open your existing Projects or start new ones. We would like you as a future subscriber. Please let us know your comments or suggestions. When your trial expires, simply enter your billing information and continue to use Projects On Demand. Serena will bill you every 3 months.

Please provide the information below for your free trial:

Name
Email
Re-type email
Password
Re-type password
Company
Telephone
Address
Address 2
City
State
Zip Code

Country

Do you use Microsoft Project?

Yes

Type the characters you see in the picture below

Comments

SUBSCRIPTION AND SERVICES AGREEMENT

1.0 DEFINITIONS
1.1 "Agreement" means this Subscription and Services Agreement.
1.2 "Customer" means the subscriber entity submitting an Order Instrument.
1.3 "Customer Data" means data or information that Customer enters or inputs into the Solution.
1.4 "Order Instrument" means (a) a subscription order or Services order completed and submitted by Customer through Serena's online subscription ordering system or (b) a Serena order form, Customer purchase order, or SOW (as defined below) that has sufficient details for Serena to fulfill Customer's order and has been accepted by Serena.
1.5 "Serena" means Serena Software, Inc. 
1.6 "Services" means consulting services provided by Serena.
1.7 "Solution" means Serena online software applications provided by Serena to Customer via the internet and identified on the Order Instrument, including any modifications, corrections, and updates. 
1.8 "User" means an individual authorized by Customer to use the Solution, pursuant to Customer's subscription, and who possesses a valid and unique User ID and password with which to access the Solution.
1.9 "User Guide" means the online user guide for the Solution, accessible via http://www.serena.com, as updated from time to time.
	 
2.0 GRANT OF LICENSE; USE OF THE SOLUTION; SERVICES
2.1 License Grant.  Subject to the terms and conditions of this Agreement, Serena grants to Customer a time-limited, non-exclusive, non-transferable subscription license to access and use the Solution via the internet, during the Initial Term and any Renewal Terms.  
2.2 Use Guidelines and Restrictions.  Customer shall ensure that the User ID and password that Serena assigns to each User will be used only by that individual and not shared with any other employee, agent, or contractor of Customer, or any third party.  Customer may only use the Solution for its internal business operations and to process its own data.  Customer shall not, and shall ensure that Users do not, copy any software from the Solution.  Customer shall not (a) permit any third parties, or non-licensed organizations or individuals within Customer, to use the Solution; (b) process or permit to be processed any data that is not Customer's data; (c) use the Solution in the operation of a service bureau; (d) sublicense, rent, or lease the Solution to a third party; or (e) attempt to gain unauthorized access to the Solution or its related systems or networks.  Customer is responsible for all activities that occur in User accounts and for the Users' compliance with this Agreement.  Customer agrees 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.  Customer shall not use the Solution in any way that is unlawful, harassing, libelous, defamatory, threatening, or fraudulent.  Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data.
2.3 Third Party Software.  Customer acknowledges that software provided by third party vendors ("Third Party Software") may be embedded in the Solution.  The terms of this Agreement and any other terms that Serena may specify shall apply to such Third Party Software, and the Third Party Software vendors shall be deemed third party beneficiaries under this Agreement.  Customer may only use the Third Party Software as part of the Solution and in accordance with this Agreement.  
2.4 Evaluation License.  This Section 2.4 applies if Serena has provided the Solution to Customer for evaluation purposes.  Serena grants to Customer a thirty (30) day, limited license solely for the purpose of internal evaluation.  Customer is 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 Customer is evaluating.  CUSTOMER ACKNOWLEDGES THAT THE SOLUTION, WHEN PROVIDED FOR EVALUATION MAY (A) HAVE LIMITED FEATURES; (B) FUNCTION FOR A LIMITED PERIOD OF TIME; OR (C) HAVE OTHER LIMITATIONS NOT CONTAINED IN A COMMERCIAL VERSION OF THE SOLUTION.  NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, SERENA IS PROVIDING THE SOLUTION FOR EVALUATION ON AN "AS IS" BASIS, AND SERENA DISCLAIMS ANY AND ALL WARRANTIES (INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND STATUTORY WARRANTIES OF NON-INFRINGEMENT), LIABILITIES, AND INDEMNIFICATION OBLIGATIONS OF ANY KIND.  In the event of any conflict between this Section 2.4 and any other provision of this Agreement, this Section 2.4 will prevail and supersede such other provision with respect to the Solution when provided for evaluation purposes.
2.5 Consulting Services.  In the event that Customer orders Services, Serena shall provide the Services set forth in a mutually agreed Statement of Work ("SOW").  This Agreement will be deemed incorporated into the SOW.  In the event of any conflict between the terms of an SOW and this Agreement, this Agreement will prevail unless the SOW expressly states that it supersedes the applicable provisions of this Agreement.

3.0 PROPRIETARY RIGHTS
3.1 Solution.  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.  Customer shall not, and shall ensure that Users do 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 expressly provided, Serena grants no express or implied rights under this license to any of Serena's patents, copyrights, trade secrets, trademarks, or other intellectual property rights.  
3.2 Customer Data.  Customer retains all right, title, and interest in and to the Customer Data.  Subject to the terms and conditions of this Agreement, Customer grants Serena a limited, non-exclusive, non-transferable license to copy, store, record, transmit, display, view, print, or otherwise use the Customer Data solely to the extent necessary to provide the Solution to Customer.  Serena shall not access the User accounts or the Customer Data, except to the extent necessary to respond to technical or service related problems, or at Customer's request.  Customer also grants to Serena a perpetual royalty-free license to use or incorporate into the Solution any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Users relating to the operation of the Solution.
3.3 Services.  Any pre-existing work or Confidential Information (as defined below) of Serena that is used in the performance of Services or included in any work product, including, without limitation, software, methodologies, code, templates, tools, policies, records, working papers, know-how, data or other intellectual property (collectively, "Serena Information"), will remain the exclusive property of Serena.  In addition, any functionality or workflows that are already contained in Serena's software or developed during the performance of Services  ("Reusable Concepts") will remain the exclusive property of Serena.  Any derivative works of Serena Information or Reusable Concepts shall vest in and be the exclusive property of Serena.

4.0 ORDERS; SUBSCRIPTION TERM; PAYMENT
4.1 Orders and Term.  Customer may subscribe to the Solution by submitting an Order Instrument to Serena, and Customer agrees to pay to Serena the total fees, which are billed and payable on an annual basis, set forth in the Order Instrument.  The initial term ("Initial Term") of this Agreement, the number of Users, and the annual subscription fees will be specified in the Order Instrument   Fees are based on the number of subscribing Users and not on actual usage.  The number of Users cannot be decreased during a subscription term.  
4.2 Additional Users.  Customer may add additional Users by issuing an Order Instrument.  A User account and its associated User ID and password is for use solely by a single designated User and cannot be shared or used by more than one individual, but may be reassigned to a new User to replace a former User who has permanently stopped using the Solution.  The Order Instrument adding additional Users will specify whether (a) the term of the additional User subscriptions will be coterminous with the expiration of the subscription term in effect at the time of the order or (b) the term for all User subscriptions will be extended and the length of such extension.  The fees for the additional User subscriptions will be stated in the Order Instrument.  Fees for additional User subscriptions added during a month will be charged for that month in full.
4.3 Automatic Renewal.  At the completion of the Initial Term, Customer's subscription shall renew automatically and continue in full force and effect for successive twelve (12) month periods (each period a "Renewal Term") unless either party gives written notice of its intent not to renew at least thirty (30) days prior to the end of the Initial Term or then current Renewal Term.   Pricing for any Renewal Term is subject to change, provided that Serena provides Customer with written notice of such price change at least sixty (60) days prior to the beginning of the next Renewal Term.  
4.4 Invoice and Payment.  Upon receipt of an Order Instrument and commencement of the Initial Term or a Renewal Term, Customer shall, as applicable, (a) have a designated credit card charged for the subscription fee; (b) be invoiced in advance, on an annual basis, for the subscription fee; and/or (c) pay Serena the fees for Services as set forth in an SOW, plus agreed upon and reasonable travel and living expenses, if any, that are incurred in the performance of Services.  Subject to credit approval, payment is due within thirty (30) days from date of invoice.  Late payments shall bear a charge of the lesser of 1.5% per month or the maximum rate permitted by applicable law.  
4.5 Refund Policy.  Except as expressly provided herein, all payment obligations are non-cancelable and all sums paid are non-refundable.
4.6 Taxes and Duties.  Amounts payable under this Agreement are payable in full without deduction and are net of taxes and customs duties.  Customer shall be responsible for the payment of all taxes (including, without limitation, sales, use, privilege, ad valorem, excise tax, any VAT, or other withholdings imposed on this transaction) paid or payable, however designated, levied, or based on amounts payable, or on Customer's subscription, but exclusive of United States federal, state, and local taxes based on Serena's net income.

5.0 TERMINATION
5.1 Default; Bankruptcy.  Serena may at its option suspend accepting further Order Instruments, terminate one or more pending Order Instruments, suspend Customer's access to the Solution, suspend the performance of Services, or terminate this Agreement if (a) Customer fails to pay any amount when due under this Agreement and does not cure such non-payment within ten (10) days of receipt of notice of non-payment; (b) Customer breaches this Agreement and does not cure such breach within thirty (30) days of receipt of notice of such breach; (c) subject to provisions of applicable bankruptcy and insolvency laws, Customer becomes the subject of any involuntary proceeding relating to insolvency and such petition or proceeding is not dismissed within sixty (60) days of filing; or (d) Customer becomes the subject of any voluntary or involuntary petition pursuant to applicable bankruptcy or insolvency laws, or request for receivership, liquidation, or composition for the benefit of creditors and such petition, request or proceeding is not dismissed within sixty (60) days of filing. 
5.2 Effect of Termination; Return of Customer Data.  Termination of this Agreement will not relieve Customer of any obligation to pay to Serena all fees accrued or payable prior to the effective date of termination.  Upon termination of this Agreement, Customer shall immediately discontinue use of the Solution.  Upon a request made by Customer within thirty (30) days after the effective date of termination, Serena shall make available to Customer a file of Customer Data for download.  After such thirty (30) day period, Serena shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession.
6.0 LIMITED WARRANTY
6.1 Warranty.  Serena warrants that the Solution will perform substantially in accordance with the User Guide.  If the Solution does not operate as warranted and Customer has provided written notice of the non-conformity to Serena, Serena shall at its option (a) repair the Solution; (b) replace the Solution with software of substantially the same functionality; or (c) terminate the subscription license for the nonconforming Solution and refund, on a pro rata basis, the applicable prepaid and unused fees received by Serena for the nonconforming Solution.  The foregoing warranty specifically excludes defects in or non-conformance of the Solution resulting from (a) use of the Solution in a manner not in accordance with the User Guide; (b) modifications or enhancements to the Solution made by or on behalf of Customer; (c) combining the Solution with products, software, or devices not provided by Serena; or (d) Customer computer hardware malfunctions, unauthorized repair, accident, or abuse.  In the event that Serena has provided Services to Customer, Serena warrants, for a period of thirty (30) days from the date of performance, that the Services described in the SOW were performed in a good and workmanlike manner and in accordance with generally accepted industry standards.
6.2 Disclaimers.  THE WARRANTIES SET FORTH IN THIS SECTION 6 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, AND SERENA EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND STATUTORY WARRANTIES OF NON-INFRINGEMENT.  SERENA DOES NOT WARRANT THAT THE SOLUTION WILL MEET CUSTOMER'S REQUIREMENTS OR THAT USE OF THE SOLUTION WILL BE UNINTERRUPTED OR ERROR FREE.

7.0 INDEMNIFICATION
7.1 Infringement.  Serena shall defend any claim against Customer that the Solution infringes any intellectual property right of a third party, provided that the third party is located in a country that is a signatory to the Berne Convention, and shall indemnify Customer against any and all damages finally awarded against the Customer by a court of final appeal, or agreed to in settlement by Serena and attributable to such claim, so long as Customer (a) provides Serena prompt written notice of the claim; (b) provides Serena all reasonable assistance and information to enable Serena to perform its duties under this Section 7; (c) allows Serena sole control of the defense and all related settlement negotiations; and (d) has not compromised or settled such claim.  If the Solution is found to infringe, or if Serena determines in its sole opinion that it is likely to be found to infringe, then Serena may, at its option (i) obtain for Customer the right to continue to use the Solution; (ii) modify the Solution to be non-infringing or replace it with a non-infringing functional equivalent, in which case Customer shall stop using any infringing version of the Solution; or (iii) terminate Customer's rights and Serena's obligations under this Agreement with respect to such Solution and refund to Customer any prepaid amounts for the remaining portion of the then current subscription term.  The foregoing indemnity shall not apply to any infringement resulting from (A) use of the Solution in a manner not in accordance with the User Guide; (B) modifications or enhancements to the Solution made by or on behalf of Customer; or (C) combination, use, or operation of the Solution with products not provided by Serena. 
7.2 Customer Data.  Customer shall defend any claim against Serena that (a) any Customer Data or Customer's use of the Solution in a manner not in accordance with this Agreement, infringes any intellectual property right of a third party, provided that the third party is located in a country that is a signatory to the Berne Convention; or (b) Serena's access to or use of any Customer Data in accordance with Section 3.2, or Customer's use of the Solution in a manner that is not in accordance with this Agreement, has otherwise injured or harmed a third party.  Customer shall indemnify Serena against any and all damages finally awarded against Serena, or agreed to in settlement by Customer and attributable to such claim, so long as Serena (i) provides Customer prompt written notice of the claim; (ii) provides Customer all reasonable assistance and information to enable Customer to perform its duties under this Section 7; (iii) allows Customer sole control of the defense and all related settlement negotiations; and (iv) has not compromised or settled such claim.  
7.3 Disclaimers.  THIS SECTION 7 STATES THE PARTIES' SOLE AND EXCLUSIVE REMEDIES AND LIABILITIES REGARDING INFRINGEMENT OR MISAPPROPRIATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, OR ANY OTHER THIRD PARTY CLAIM.

8.0 LIMITATION OF LIABILITY.  in no event shall serena or its thirD party vendors be liable to Customer or any other party 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 excluding serena's liability to Customer under section 7 (IndemniFICATION), and regardless of the basis for customer's claim, serena's maximum liability under this agreement shall be limited to the fees paid for the soLUTION OR SERVICES giving rise to the claim.  The foregoing limitations shall apply notwithstanding the failure of the essential purpose of any limited remedy.

9.0 CONFIDENTIAL INFORMATION.  For purposes of this Agreement, "Confidential Information" shall include trade secrets contained within the Solution or any Services, the terms and pricing of the Solution and Services (including any pricing proposals), the Customer Data, and such other information (a) identified by either party as confidential at the time of disclosure or (b) that a reasonable person would consider confidential due to its nature and circumstances of disclosure ("Confidential Information").  Confidential Information will not include information that (a) is or becomes a part of the public domain through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to receiving it from the disclosing party; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) is independently developed by the receiving party without breaching this Agreement.  Each party agrees to maintain all Confidential Information in confidence and not disclose any Confidential Information to a third party or use the Confidential Information except as permitted under this Agreement.  Each party shall take all reasonable precautions necessary to ensure that the Confidential Information is not disclosed by such party or its employees, agents or authorized users to any third party.  Each party agrees to immediately notify the other party of any unauthorized access to or disclosure of the Confidential Information.  The receiving party agrees that any breach of this Section 9 may cause irreparable harm to the disclosing party, and such disclosing party shall be entitled to seek equitable relief in addition to all other remedies provided by this Agreement or available at law.

10.0 GENERAL
10.1 Independent Contractors.  The parties acknowledge and agree that each is an independent contractor.  This Agreement shall not be construed to create a partnership, joint venture, or agency relationship between the parties.  
10.2 Entire Agreement.  The terms and conditions of this Agreement apply to all Order Instruments submitted, the Solution subscribed to hereunder, and any Services provided hereunder.  This Agreement shall supersede any different, inconsistent or preprinted terms and conditions in any Customer order form, purchase order, or other ordering document.  This Agreement shall supersede all previous agreements and understandings of any nature whatsoever, oral or written, between the parties relating to the Solution and any applicable Services, and constitutes the entire agreement between the parties relating thereto.  
10.3 Assignment.  Customer has no right to assign, sublicense, pledge, or otherwise transfer this Agreement or any of its rights to the Solution or to the Services, in whole or in part (collectively, an "Assignment"), without Serena's prior written consent, and any prohibited Assignment shall be null and void.  Any change in control of Customer, whether by merger, share purchase, asset sale or otherwise, shall be deemed an Assignment subject to the terms of this Section 10.3.  If Serena grants its consent to any Assignment, Customer shall pay to Serena a transfer fee of fifteen percent (15%) of the then-current annual subscription fee for the Solution.
10.4 Force Majeure.  No failure, delay or default in performance of any obligation of a party to this Agreement, except payment of subscription fees due hereunder, shall constitute an event of default or breach of the Agreement to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the reasonable control of such party, including, without limitation, action or inaction of a governmental agency, civil or military authority, fire, strike, lockout or other labor dispute, inability to obtain labor or materials on time, flood, war, riot, theft, earthquake or other natural disaster ("Force Majeure Event").  The party affected by such Force Majeure Event shall take all reasonable actions to minimize the consequences of any Force Majeure Event.  
10.5 Severability.  If any provision of this Agreement shall be held illegal or otherwise unenforceable by a court of competent jurisdiction, that provision shall be severed and the remainder of the Agreement shall remain in full force and effect.  
10.6 Waiver.  The waiver of any right or election of any remedy in one instance shall not affect any rights or remedies in another instance.  A waiver shall be effective only if made in writing and signed by an authorized representative of the applicable party.
10.7 Notices.  All notices required by this Agreement shall be in writing, addressed to the party to be notified, and deemed to have been effectively given and received (a) on the fifth business day following deposit in the mail, if sent by first class mail, postage prepaid; (b) upon receipt, if sent by registered or certified U. S. mail, postage prepaid, with return receipt requested; (c) upon transmission, if sent by facsimile and confirmation of transmission is produced by the sending machine and a copy of such facsimile is promptly sent by another means specified in this Section 10.7; or (d) upon delivery, if delivered personally or sent by express courier service, and receipt is confirmed by the recipient.  Serena may provide written notice by sending an email to the email address provided by Customer at the time of Customer's online registration with Serena from time to time, and such email notice shall be deemed to have been given and received upon sending, and to be in compliance with the requirements of this Section 10.7.  Notices shall be addressed to the parties based on the address stated in the applicable Order Instrument, to the attention of the General Counsel, or in the case of an email notice from Serena, to the party indicated by Customer at the time of Customer's online registration with Serena.  A change of address for notice purposes may be made pursuant to the procedures set forth above, or, with respect to Customer's email address, by updating Customer's account information online.
10.8 Export Restrictions.  Customer acknowledges that the Solution and certain of Serena's Confidential Information (collectively "Technical Data") are subject to United States export controls under the U. S. Export Administration Act, including the Export Administration Regulations, 15 C.F.R. Parts 730 et seq. (collectively, "Export Control Laws").  Each party agrees to comply with all requirements of the Export Control Laws with respect to the Technical Data.  Without limiting the foregoing, Customer shall not (a) export, re-export, divert, transfer, or make available any such Technical Data, or any direct product thereof, to any destination, company, or person restricted or prohibited by Export Control Laws; (b) disclose any such Technical Data to any national of any country when such disclosure is restricted or prohibited by the Export Control Laws; or (c) export or re-export the Technical Data, directly or indirectly, for nuclear, missile, or chemical/biological weaponry end uses prohibited by the Export Control Laws.
10.9 U. S. Government Rights.  The Solution is deemed to be "technical data" and "commercial computer software" as defined in FAR Sections 12.211 and 12.212 and DFARS Sections 252.227-7015 and 227.7202-3, as applicable.  Any use, modification, reproduction, release, performance, display, or disclosure of the Solution by the U. S. government shall be solely in accordance with the terms of this Agreement.
10.10 Choice of Law; Jurisdiction.  This Agreement shall be governed by and construed in accordance with the laws of the State of California, U. S. A., exclusive of  any provisions  of  the  United  Nations  Convention on Contracts for the International Sale of Goods, including any amendments thereto, and without regard to principles of conflicts of law.  Any suits concerning this Agreement shall be brought in the federal courts for the Northern District of California or the state courts in Santa Clara County, California.  The parties expressly agree that the Uniform Computer Information Transactions Act, as adopted or amended from time to time, shall not apply to this Agreement or the Solution. 
10.11 Amendment.  This Agreement may only be modified or supplemented by a written document executed by an authorized representative of each party.   
10.12 Survival.  Any terms of this Agreement which by their nature extend beyond the termination of this Agreement will remain in effect until fulfilled.  Such terms will include, without limitation, all provisions herein relating to payment of fees, proprietary rights, confidentiality, non-disclosure, indemnification, limitation of liability, third party terms, and all general provisions. 
10.13 Authority.  Customer represents and warrants to Serena that the individual ordering the subscription to the Solution and/or Services is duly authorized to do so on behalf Customer and to bind Customer to the terms of this Agreement.

I have read and accept the Subscription and Services Agreement