TOOLBOX SUBSCRIPTION AGREEMENT FOR EDUCATION AND TRAINING

Version 4, effective as of October 1st, 2017

IMPORTANT! READ CAREFULLY:

THIS IS A LEGAL AGREEMENT. BY CLICKING ON THE "I AGREE" (OR SIMILAR) BUTTON THAT IS PRESENTED TO YOU AT THE TIME OF YOUR PURCHASE, OR BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR COMPUTER, OR OTHERWISE USING JETBRAINS SOFTWARE, SUPPORT OR PRODUCTS, YOU ARE BECOMING A PARTY TO THIS AGREEMENT, YOU DECLARE YOU HAVE THE LEGAL CAPACITY TO ENTER INTO SUCH AGREEMENT, AND YOU ARE CONSENTING TO BE BOUND BY ALL THE TERMS AND CONDITIONS SET FORTH BELOW.

1. PARTIES

1.1. "JetBrains" or "We" means JetBrains s.r.o., having its principal place of business at Na hrebenech II 1718/10, Prague, 14000, Czech Republic, registered in the Commercial Register maintained by the Municipal Court of Prague, Section C, File 86211, ID. No.: 265 02 275.

1.2. "Customer" or "You" means a public or private school, college, training course provider, university or other post-secondary educational establishment specified in the Subscription Confirmation, exercising rights under, and complying with the terms of this Agreement.

2. DEFINITIONS

2.1. "Agreement" means this Toolbox Subscription Agreement.

2.2. "Product" means any generally available JetBrains software product identified by JetBrains as an individual developer tool. For the avoidance of doubt, the Product is not produced to the specifications of Customer nor customized through modification or personalization, and is intended for mass distribution.

2.3. "Client" means a computer device used by a Customer for running the Product.

2.4. "JetBrains Account" or "JBA" means an account at https://account.jetbrains.com created by Customer, having a unique name and password, and through which Customer has access to Products in accordance with a Toolbox Subscription.

2.5. "JetBrains Toolbox" means the set of Products which are subject to this Agreement. For the avoidance of doubt, JetBrains Toolbox does not include JetBrains' team productivity software or services such as YouTrack, TeamCity, UpSource, or Hub, or any other software, services or products which do not fall within the definition of Section 2.2 and which are subject to different terms and conditions.

2.6. "Subscription Confirmation" means an email confirming Customer's rights to access and use Products.

2.7. "Toolbox Subscription" specifies the subscription term and Products provided to Customer.

2.8. "Authorized User" means any student, faculty, staff member or other person authorized by Subscriber to use Products.

3. GRANT OF RIGHTS

3.1. Unless the Toolbox Subscription has expired or this Agreement is terminated in accordance with Section 10, and subject to the terms and conditions specified herein, JetBrains grants You a non-exclusive and non-transferable right to use each Product covered by the Toolbox Subscription for a period of 1 (one) year as follows:

(A) You may:

(i) Install and use any version of the Product covered by the Toolbox Subscription on any number of Clients and on any operating system supported by the Product;

(ii) Allow Authorized Users to use the Product solely in support of classroom instruction of students. The right to use the Product for any other purposes is expressly prohibited;

(iii) Allow Authorized Users to install and use the Product for homework at their residences on personally owned computers, provided that they agree to all the provisions of this Agreement;

(iv) Make one backup copy of the Product solely for archival/security backup purposes.

(B) You may not:

(i) Rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell or transfer the Product;

(ii) Provide access to the Product or Your JetBrains Account to a third party;

(iii) Reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the source code of, the Product;

(iv) Remove or obscure any proprietary or other notices contained in the Product; or

(v) Use Products for any commercial purposes.

3.2. Customer acknowledges that no ownership right is conveyed to the Customer under this Agreement, irrespective of the use of terms such as "purchase" or "sale." JetBrains has and retains all rights, title and interest, including all intellectual property rights, in and to the Products and any and all related or underlying technology, and any modifications or derivative works thereof, including without limitation as they may incorporate Feedback (as defined below).

3.3. Customer agrees to comply with the terms of this Agreement, and to take reasonable measures to prevent use of the Product in an inappropriate manner by Authorized Users or access to Products by unauthorized users.

4. ACCESS TO PRODUCTS

4.1 You must register for a JetBrains Account and have Internet access in order to access or receive Products, or to renew a subscription. Any registration information that You provide to Us via Your JetBrains Account must be accurate, current and complete. You must also update Your information so that We may send notices, statements and other information to You by email or through Your JetBrains Account. You are responsible for all actions taken through Your accounts.

4.2 You may use Your JetBrains Account credentials in the Product so We can verify Your rights to use the Product online. You acknowledge and agree that the Product will periodically connect to JetBrains servers to update this information including changes to JetBrains Account credentials and the Toolbox Subscription plan.

4.3 Alternatively, You may use an offline activation code that You can download in Your JetBrains Account. If you use this option, it is Your responsibility to download a new activation code and apply it to the Product registration screen every time you make changes to the Toolbox Subscription or whenever a Toolbox Subscription is renewed.

4.4 All deliveries under this Agreement will be electronic. You must have an Internet connection in order to access Your JetBrains Account and to receive any deliveries. For the avoidance of doubt, You are responsible for Product download and installation.

5. SUBSCRIPTION RENEWAL

5.1. Customer may renew its Product subscription for another year by submitting a written request to JetBrains 30 (thirty) days prior to the end of the Toolbox Subscription term.

5.2. If not agreed otherwise in writing between JetBrains and Customer, in the event of subscription renewal the relationship between the parties shall be governed and amended (if applicable) by the terms and conditions of the subscription agreement covering use of the Product available at www.jetbrains.com on the day of subscription renewal.

6. FEEDBACK

You have no obligation to provide Us with ideas, suggestions, or proposals ("Feedback"). However, if You submit Feedback to Us, then You grant Us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.

7. THIRD-PARTY SOFTWARE

7.1. The Products include code and libraries licensed to Us by third parties, including open source software ("Third-Party Software"). The list of Third-Party Software included in each Product is available in the Product documentation. All Third-Party Software is provided to You under the respective terms stipulated in the Product documentation.

7.2. JETBRAINS PROVIDES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY THIRD-PARTY SOFTWARE AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

8. LIMITED WARRANTY

ALL PRODUCTS ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES. USE OF THE SOFTWARE IS AT YOUR OWN RISK. JETBRAINS MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JETBRAINS, AND ITS SUPPLIERS AND RESELLERS, DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE PRODUCTS, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES CUSTOMER SPECIFIC LEGAL RIGHTS. CUSTOMER MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. JETBRAINS (AND ITS AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) DOES NOT WARRANT THAT THE SOFTWARE IS ACCURATE, RELIABLE OR CORRECT; THAT THE PRODUCTS WILL MEET CUSTOMER'S REQUIREMENTS; THAT THE SOFTWARE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SOFTWARE ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

9. DISCLAIMER OF DAMAGES

9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JETBRAINS (OR ITS AFFILIATES, AGENTS, DIRECTORS, OR EMPLOYEES), OR JETBRAINS' LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANYONE ELSE FOR: (A) ANY LOSS OF USE, DATA, GOODWILL, OR PROFITS, WHETHER OR NOT FORESEEABLE; (B) ANY LOSS OR DAMAGES IN CONNECTION WITH TERMINATION OR SUSPENSION OF YOUR ACCESS TO OUR PRODUCTS IN ACCORDANCE WITH THIS AGREEMENT, OR (C) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHATSOEVER (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), INCLUDING THOSE (X) RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT FORESEEABLE, (Y) BASED ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR (Z) ARISING FROM ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE PRODUCTS OR SUPPORT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

9.2. OUR TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR IN RELATION TO THIS AGREEMENT IS LIMITED TO TEN (10) US DOLLARS. THIS LIMITATION WILL APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF LIABILITY EXCEEDING SUCH AMOUNT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

10. TERM AND TERMINATION

10.1. The term of this Agreement will commence upon acceptance of this Agreement by Customer as set forth in the preamble above, and will continue for each Product through the end of the applicable subscription period specified in the respective Subscription Confirmation. This Agreement can be renewed under the terms set forth in Section 5 of this Agreement with respect to a Product for a successive Toolbox Subscription term, unless terminated as set forth herein.

10.2. You may terminate this Agreement at any time by cancelling the subscription for one or more Products via Your JetBrains Account. If such termination occurs during a then-current subscription period, this Agreement will continue to be effective until the end of that subscription period.

10.3. JetBrains may terminate this agreement if:

(A) Customer has materially breached this Agreement and fails to cure such breach within thirty (30) days of written notice thereof;

(B) JetBrains is required to do so by law (for example, where the provision of the JetBrains Toolbox to Customer is, or becomes, unlawful); or

(C) JetBrains elects to discontinue to provide the JetBrains Toolbox, in whole or in part.

JetBrains will make reasonable effort to notify Customer via an email as follows:

(A) Thirty (30) days prior to termination of the Agreement in the events specified in Clauses 10.3(B) and 10.3(C) above.

11. EXPORT REGULATIONS

Customer shall comply with all applicable laws and regulations with regards to economic sanctions, export controls, import regulations, and/or trade embargoes (all herein referred to as "Sanctions"), including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). Customer declares that it is not a person targeted by Sanctions nor is it otherwise owned or controlled by or acting on behalf of any person targeted by Sanctions. Further, Customer warrants that it will not download or otherwise export or re-export the JetBrains Toolbox or any related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use the JetBrains Toolbox for any end-use prohibited or restricted by Sanctions.

12. GENERAL

12.1. Entire Agreement. This Agreement, including the Third-Party Software license terms, constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior agreements between You and JetBrains regarding Your use of any JetBrains Products covered by the JetBrains Toolbox. No purchase order, other ordering document or any handwritten 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 Customer and JetBrains.

12.2. Reservation of Rights. JetBrains reserves the right at any time to cease the support of the JetBrains Toolbox and to alter prices, features, specifications, capabilities, functions, terms of use, release dates, general availability or other characteristics of the JetBrains Toolbox.

12.3. Changes to this Agreement. We may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces Your rights, We will use reasonable efforts to notify You (by, for example, sending an email to the billing or technical contact You provided to us, posting on our blog, through Your JetBrains Account, or via the Product itself). If We modify this Agreement, the modified version of the Agreement will be effective from the start of the next Toolbox Subscription term. In this case, if You object to the updated Agreement terms, as Your exclusive remedy, You may cancel the Toolbox Subscription. You may be required to click through the updated Agreement to show Your acceptance. For the avoidance of doubt, each Subscription Confirmation is subject to the version of the Agreement in effect on the Subscription Confirmation date.

12.4. Severability. If a particular term of the Agreement is not enforceable, the unenforceability of that term will not affect any other terms of the Agreement.

12.5. Headings. Headings and titles are for convenience only and do not affect the interpretation of this Agreement.

12.6. No Waiver. Our failure to enforce or exercise any part of this Agreement is not a waiver of that section.

12.7. Governing Law. This Agreement will be governed by the laws of the Czech Republic, without regard to conflict of laws principles. Customer agrees that any litigation relating to this Agreement may only be brought in, and will be subject to the jurisdiction of, any competent court of the Czech Republic. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

12.8. You declare that You have had sufficient opportunity to review this Agreement, understand the content of all of its clauses, negotiate its terms and seek independent professional legal advice in that respect before entering into it. Consequently, any statutory "form contract" ("adhesion contract") regulations shall not be applicable to this Agreement.

12.9. Notice. JetBrains may deliver any notice to Customer via electronic mail to an email address provided by Customer, JetBrains Account, registered mail, personal delivery or renowned express courier (such as DHL, FedEx or UPS). Any such notice will be deemed to be effective (i) on the day the notice is sent to Customer via email, (ii) upon being uploaded to Your JetBrains Account (irrespective of when Customer actually receives it), (iii) upon personal delivery, (iv) one (1) day after deposit with an express courier, (v) or five (5) days after deposit in the mail, whichever occurs first.

For exceptions or modifications to this Agreement, please contact JetBrains at:
Address: Na hrebenech II 1718/10, Prague, 14000, Czech Republic
Fax: +420 241 722 540
Email: sales@jetbrains.com