Classroom License Agreement for ReSharper
IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER,
OR OTHERWISE USING THIS SOFTWARE, YOU (LICENSEE, AS DEFINED BELOW) ARE BECOMING A PARTY TO THIS AGREEMENT AND YOU
ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD NOT DOWNLOAD, INSTALL AND USE THE
SOFTWARE
1. PARTIES
(a) "Licensor" means JetBrains s.r.o., having its principal place of business at Kavčí Hory Office Park, Na hřebenech II 1718/10 Prague 4 - Nusle, 147 00, Czech Republic.
(b) "Licensee" means a public or private school, college, training courses, university or other post secondary
educational establishment specified in the License Certificate, exercising rights under, and complying with the
terms of, this Agreement.
2. DEFINITIONS
(a) "Authorized User" means any student, faculty or staff member authorized by Licensee to use the Software while
performing duties within the scope of their employment or assignment.
(b) "Software" means software program known as ReSharper in binary form, including its documentation, any third party
software programs that are owned and licensed by parties other than Licensor and that either integrated with or made
part of ReSharper (collectively, "Third Party Software").
(c) "License Certificate" means evidence of a license provided by Licensor to Licensee in electronic or printed
form.
(d) "License Key" means a unique key-code that enables Licensee to use the Software by multiple Authorized Users at a
time. Only Licensor and/or its representatives are permitted to produce License Keys for the Software.
(e) "Client" means a computer device owned, leased or otherwise directly controlled by Licensee; that is part of
Licensee's internal network domain, located at Licensee's permanent facilities, and used by Authorized User for
running the Software.
3. OWNERSHIP
(a) The Software is the property of Licensor or its suppliers. The Software is licensed, not sold. Title and
copyrights to the Software, in whole and in part and all copies thereof, and all modifications, enhancements,
derivatives and other alterations of the Software regardless of who made any modifications, if any, are, and will
remain, the sole and exclusive property of Licensor and its suppliers.
(b) The Software is protected by United States Copyright Law and International Treaty provisions. Further, the
structure, organization, and code embodied in the Software are the valuable and confidential trade secrets of
Licensor and its suppliers and are protected by intellectual property laws and treaties. Licensee agrees to abide by
the copyright law and all other applicable laws of the United States including, but not limited to, export control
laws.
4. GRANT OF LICENSE
Subject to the terms, conditions, and limitations set forth in this Agreement, Licensor hereby grants to Licensee a
limited, non-exclusive, non-transferable, royalty-free license to use the Software for a period of 1 (one) year as
follows:
(a) Licensee may:
(i) install and use the licensed edition and version of the Software on any number of Clients;
(ii) use the Software by Authorized Users solely in support of classroom instruction. The right to use the Software
for any other purposes is expressly prohibited;
(iii) allow Authorized Users to install and use the Software for homework at their residencies on personally owned
computers, provided that they agree to all provisions of this Agreement, and
(iv) make one back-up copy of the Software solely for archival purposes.
(b) Licensee may not:
(i) sell, redistribute (except as set forth in Paragraph 5 herein), encumber, give, lend, rent, lease, sublicense, or
otherwise transfer the Software, or any portions of the Software, to anyone without the prior written consent of
Licensor;
(ii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the
Software, or create derivative works from the Software, or
(iii) use the Software for any commercial purpose.
Licensee agrees to comply with the terms of this Agreement, and to take reasonable measures to prevent use of the
Software by Authorized Users in an inappropriate manner or access to the Software by unauthorized users.
5. LICENSE TO DISTRIBUTE JETBRAINS.ANNOTATIONS
In addition to the license granted in Section 4(a) of this Agreement, Licensor grants to Licensee a non-exclusive
license to distribute the Software component
JetBrains.Annotations located in the Software installation folder.
6. THIRD PARTY SOFTWARE LICENSE
Third Party Software is licensed to Licensee in accordance with a separate license agreement(s) included with the
Software, and subject to any restrictions set forth herein. Licensee agrees to abide by the terms and conditions of
the Third Party Software license agreements.? Licensor will have no responsibility with respect to any Third Party
Software, and Licensee will look solely to the licensor(s) of the Third Party Software for any remedy.? Licensor
claims no right in the Third Party Software, and the same is owned exclusively by the licensor(s) of the Third Party
Software. LICENSOR PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH RESPECT TO ANY THIRD PARTY
SOFTWARE.
7. UPGRADES AND LICENSE RENEWAL
Upgrades to new versions of the Software are optional and free of charge during the 1-year license term.? Licensee
may obtain the generally available new versions of the Software by downloading them from Licensor's web site at
www.jetbrains.com/resharper/download.
Licensee may renew its license for another year by submitting a written request to Licensor 30 (thirty) days prior to
the license expiration date.
8. PATENT AND COPYRIGHT INDEMNITY
(a) Licensor will have no liability for any claim of infringement based on:
(i) code contained within the Software which was not created by Licensor;
(ii) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which
have been made by Licensor or under Licensor's direction, if such infringement would have been avoided by the use of
a current, unaltered release of the Software that Licensor provides to Licensee, or
(iii) the combination, operation, or use of any Software furnished under this Agreement with programs or data not
furnished by Licensor if such infringement would have been avoided by the use of the Software without such programs
or data.
(b) In the event the Software is held or believed by Licensor to infringe, or Licensee's use of the Software is
enjoined, Licensor will have the option, at its expense, to:
(i) modify the Software to cause it to become non-infringing;
(ii) obtain for Licensee a license to continue using the Software;
(iii) substitute the Software with other Software reasonably suitable to Licensee, or
(iv) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing
Software.
This Section states Licensor's entire liability for infringement.
9. LIMITED WARRANTY
THE SOFTWARE IS PROVIDED TO LICENSEE "AS IS" AND WITHOUT WARRANTIES. LICENSOR MAKES NO WARRANTY AS TO ITS USE OR
PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, AND ITS SUPPLIERS AND RESELLERS, DISCLAIM
ALL OTHER WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE SOFTWARE, AND THE
PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS.
LICENSEE MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
10. DISCLAIMER OF DAMAGES
(a) REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL JETBRAINS OR
ITS SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER
OF THE SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING WITHOUT
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER
PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE
SUPPORT SERVICES, EVEN IF JETBRAINS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE LEGAL
OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
(b) IN ANY CASE, JETBRAINS' ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT
ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR
LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.
11. U.S. GOVERNMENT RESTRICTED RIGHTS
This Software is provided with Restricted Rights. Use, duplication, or disclosure by the United States Government is
subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer
Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer
Software-Restricted Rights clause at 48 CFR 52.227-19, and successor thereof, as applicable. Manufacturer is
JetBrains, Kavčí Hory Office Park, Na hřebenech II 1718/10 Prague 4 - Nusle, 147 00, Czech Republic.
12. TERMINATION
If Licensee fails to comply with the terms and conditions of this Agreement, JetBrains may terminate this Agreement
and Licensee's right and license to use the Software. Licensee may terminate this Agreement at any time by notifying
JetBrains. Upon the termination of this Agreement, Licensee must delete the Software from Clients and archives.
LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, JETBRAINS MAY TAKE ACTIONS SO THAT THE
SOFTWARE NO LONGER OPERATES.
13. MARKETING
Licensee agrees to be identified as a customer of JetBrains and that JetBrains may refer to Licensee by name, trade
name and trademark, if applicable, and may briefly describe Licensee's business in JetBrains' marketing materials
and on JetBrains' web site. Licensee hereby grants JetBrains a license to use Licensee's name and any of Licensee's
trade names and trademarks solely in connection with the rights granted to JetBrains pursuant to this marketing
section.
14. GENERAL
(a) Licensor reserves the right at any time to cease the support of the Software and to alter prices, features,
specifications, capabilities, functions, licensing terms, release dates, general availability or other
characteristics of the Software.
(b) This Agreement, including the Third Party Software license agreements, constitutes the entire agreement between
the parties concerning Licensee's use of the Software, and supersedes any and all prior or contemporaneous oral or
written representations, communications, or advertising with respect to the Software. No purchase order, other
ordering document or any hand written or typewritten text which purports to modify or supplement the printed text of
this Agreement or any schedule will add to or vary the terms of this Agreement unless signed by both Licensee and
Licensor.
(c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance,
will not waive such term or condition or any subsequent breach. The provisions of this Agreement which require or
contemplate performance after the expiration or termination of this Agreement will be enforceable notwithstanding
said expiration or termination.
(d) This Agreement will be governed by the laws of Czech Republic, without reference to conflict of laws principles.
Licensee agrees that any litigation relating to this Agreement may only be brought in, and will be subject to the
jurisdiction of, any Court of Czech Republic.
(e) Titles are inserted for convenience only and will not affect in any way the meaning or interpretation of this
Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full
force and effect. Either Licensor or Licensee may assign this Agreement in the case of a merger or sale of
substantially all of its respective assets to another entity. This Agreement will be binding upon and will inure to
the benefit of the parties, their successors and assigns.
For exceptions or modifications to this Agreement, please contact Licensor at:
For exceptions or modifications to this Agreement, please contact JetBrains at:
Address: Kavčí Hory Office Park, Na hřebenech II 1718/10 Prague 4 - Nusle, 147 00, Czech Republic
Fax: +420 241 722 540
E-mail: sales@jetbrains.com
