JetBrains Account Agreement

Version 1.0, effective as of March 15th, 2018

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. "User" or "You" means the individual given the right to use JetBrains Account Service in accordance with this Agreement. For the avoidance of doubt, User is a natural person and not a corporation, company, partnership or association, or other entity or organization.

2. Definitions

2.1. "Agreement" means this JetBrains Account Agreement.

2.2. "JetBrains Product" means any generally available JetBrains software product identified by JetBrains as an individual developer tool, teamware tool, or online service.

2.3. "JetBrains Account" or "JBA" means an account athttps://account.jetbrains.com created by User, having a unique name and password, and through which User has access to JetBrains Products and JetBrains Account Service.

2.4. "JetBrains Website" means any website that is the property of JetBrains, including but not limited to everything hosted under the top-level domains jetbrains.com, jetbrains.net, jetbrains.org, jetbrains.ru, kotl.in, and kotlinlang.org.

2.5. "Privacy Policy" means the JetBrains Privacy Policy available at https://www.jetbrains.com/company/privacy.html, which may be updated from time to time.

2.6. "Personal data" means any information which can identify an individual.

2.7. "JetBrains Account Service" means the services listed in clause 3.1.

3. General

3.1. JetBrains Account Service provides You with access to management of your personal data and to management of licenses and subscriptions You are entitled to use. This Agreement covers the following JetBrains Websites:

3.1.1. JetBrains Account Service, allowing JetBrains Account holders to use their JetBrains Accounts and manage the relevant licenses, subscriptions, authorizations, and notifications.

3.1.2. JetBrains Reseller Portal, allowing JetBrains resellers to provide their customers with JetBrains products and services.

3.1.3. JetBrains eStore, allowing individuals and companies to buy or otherwise obtain JetBrains Products or Services.

3.1.4. JetBrains license service, allowing holders of licenses and subscriptions to JetBrains Products or Services to activate them.

3.1.5. Internal services of JetBrains, used to provide You with JetBrains Products and Services, and to assist You with account, customer profile, user profile, license, purchase, and subscription management.

4. Grant of Rights

4.1. The rights granted to You for use of JetBrains Account Service constitute a grant of rights and not a transfer of title.

4.2. In accordance with this Agreement, JetBrains Account Service provides You with the following functionality:

4.2.1. Account Data Management. You may manage Your Personal data and JetBrains Account settings.

4.2.2. License Management. You may obtain, assign, renew, and transfer licenses to JetBrains Products and Services, or manage them using other options available. You may also provide license management permissions to other people using JetBrains Account Services.

4.2.3. Subscription Management. You may manage subscriptions to JetBrains Products and Services.

4.2.4. Payment Management. You may manage available payment options using JetBrains Account Service.

4.2.5. Customer Management. You may manage Your customers if you are authorized to do so by such customers or by JetBrains.

4.2.6. Information. You may access the information that JetBrains has about You, which is Your individual or company profile. You may update the Personal data available to You via JetBrains Account Service.

4.2.7. Notifications. You may manage notification settings linked to Your personal information.

4.2.8. Provision of Products and Services. JetBrains Account Service allows JetBrains to provide You with JetBrains Products and Services.

4.2.9. You may use JetBrains Account Service only for personal and internal business purposes.

4.3. Without written JetBrains permission, You may not:

4.3.1. remove any copyright or other proprietary notices displayed or contained in JetBrains Account Service;

4.3.2. modify or alter JetBrains Account Service in any way;

4.3.3. distribute, sell, lease, rent, or relicense JetBrains Account Service to others;

4.3.4. allow unauthorized use of JetBrains Account or payment data associated with such JetBrains Account;

4.3.5. allow unauthorized access to JetBrains Account; or

4.3.6. provide JetBrains with incorrect Personal data.

4.4. Due to the nature of provided services, usage of JetBrains Account Services is governed by this Agreement, the JetBrains Website Agreement available at https://www.jetbrains.com/company/useterms.html, and the Terms of Purchase available at https://www.jetbrains.com/store/terms/.

4.5. JetBrains reserves the exclusive right to revoke authorization to access, use, view, download, and print JetBrains Account Services at any time, and you shall discontinue such use immediately upon notice from JetBrains.

5. Personal Data

5.1 In connection with your use of the Products, We and our associated companies will process Personal data of You as a User and the Product Holder (if appropriate), in particular, contact and identification details, data about usage of our software and services, and information about Your subscription and payments, for the following purposes:

5.1.1. To provide You with software, services or information;

5.1.2. To protect Us from piracy and unlawful use of Our software or services;

5.1.3. To improve Our offerings based on usage;

5.1.4. For Our internal evidence and to protect the rights and interests of Us and other users;

5.1.5. To promote and market Our software and services;

5.1.6. To fulfil legal duties stipulated by accounting, taxation and other laws.

You may object to the processing of Your Personal data for the purposes 5.1.2 through 5.1.5 at any time. More detailed information about Personal data processing for above mentioned purposes and about Your rights can be found in the Privacy Policy.

5.2. For the above purposes, JetBrains may use, among others, Your first name, last name, email, username, physical address, IP address, cookies, payment information, and tax ID.

5.3. When using JetBrains Account Services, You need to provide JetBrains with Personal data information such as the information mentioned in clause 5.2. The processing of any Personal data we collect from You is governed by our Privacy Policy, by the JetBrains Website Terms available at https://www.jetbrains.com/company/useterms.html, by the Terms of Purchase available at https://www.jetbrains.com/store/terms/, by this Agreement, and by any other agreement you may have entered into with JetBrains which specifically addresses the processing of Personal data.

5.4. You shall keep Your Personal data up-to-date, update the information, or if any inconsistencies arise report such inconsistencies to JetBrains.

6. Term and Termination

6.1. The term of this Agreement will commence upon the acceptance of this Agreement by User. Unless a different acceptance of this Agreement is presented to User and accepted, then by using JetBrains Account Service, User agrees to be bound by the terms of this Agreement.

6.2. You may terminate this Agreement at any time 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.

6.3. JetBrains may terminate this Agreement if:

(A) User 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 JetBrains Account Service functionality to User is, or becomes, unlawful); or

(C) JetBrains elects to discontinue providing JetBrains Account Service, in whole or in part.

6.4. JetBrains will make reasonable efforts to notify User via email as follows:

(A) Thirty (30) days prior to termination of the Agreement in the events specified in Section 6.3(C) above.

(B) Three (3) days prior to termination of the Agreement in the event specified in Section 6.3(B).

6.5. Upon expiration or termination of this Agreement by User under Section 6.2.

7. Export Controls

User shall comply with all applicable laws and regulations with regards to economic sanctions, export controls, import regulations, and trade embargoes (all herein referred to as "Sanctions"), including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). User 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, User warrants that it will not download or otherwise export or re-export software or any related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use software for any end-use prohibited or restricted by Sanctions.

8. Limited Liability

JETBRAINS ACCOUNT AND JETBRAINS ACCOUNT SERVICE ARE PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES. USE OF JETBRAINS ACCOUNT AND JETBRAINS ACCOUNT SERVICE 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, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO JETBRAINS ACCOUNT AND JETBRAINS ACCOUNT SERVICE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES USER SPECIFIC LEGAL RIGHTS. USER MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION. JETBRAINS (AND ITS AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES) DOES NOT WARRANT THAT JETBRAINS ACCOUNT AND JETBRAINS ACCOUNT SERVICE ARE ACCURATE, RELIABLE, OR CORRECT; THAT JETBRAINS ACCOUNT AND JETBRAINS ACCOUNT SERVICE WILL MEET USER’S REQUIREMENTS; THAT JETBRAINS ACCOUNT AND JETBRAINS ACCOUNT SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT JETBRAINS ACCOUNT AND JETBRAINS ACCOUNT SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF JETBRAINS ACCOUNT AND JETBRAINS ACCOUNT SERVICE 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

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 JETBRAINS ACCOUNT AND ALL JETBRAINS PRODUCTS AND SERVICES 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 JETBRAINS ACCOUNT AND JETBRAINS ACCOUNT SERVICE 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 FIVE (5) 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. Miscellaneous

10.1. Entire Agreement. This Agreement, together with the JetBrains Website Agreement available at https://www.jetbrains.com/company/useterms.html, the Terms of Purchase available at https://www.jetbrains.com/store/terms/, and the Privacy Policy, constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior agreements between You and JetBrains regarding Your use of JetBrains Account. 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 User and JetBrains.

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

10.3. 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, contacting you at the email address that You have provided to us, by posting on JetBrains Website, or via JetBrains Products and Services). If We modify this Agreement, the modified version of the Agreement will be effective immediately. In this case, if You object to the updated Agreement terms, as Your exclusive remedy, you may terminate this Agreement by deleting Your JetBrains Account. You may be required to click through the updated Agreement to show Your acceptance.

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

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

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

10.7. Governing Law. This Agreement will be governed by the laws of the Czech Republic, without regard to conflict of laws principles. User 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.

10.8. 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.

10.9. The parties to this Agreement undertake to make their best efforts to settle any disputes arising hereunder ("Dispute") amicably. Should the parties to this Agreement fail to settle a Dispute amicably, User has a right to submit a Dispute for an out-of-court resolution to the Czech Trade Inspection Authority, web address:www.coi.cz.

10.10. Notice. JetBrains may deliver any notice to User via electronic mail to an email address provided by User, JetBrains Account, registered mail, personal delivery or a 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 User via email, (ii) upon being uploaded to Your JetBrains Account (irrespective of when User 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.

10.11. Children and minors. If You are under 18 years old, then by entering into this Agreement you explicitly stipulate, that (i) You have legal capacity to conclude this Agreement or that you have valid consent from a parent or legal guardian to do so and (ii) You understand JetBrains Privacy Policy available at:https://www.jetbrains.com/company/privacy.html. You may not enter into this Agreement if you are under 13 years old. IF YOU DO NOT UNDERSTAND THIS SECTION, DO NOT UNDERSTAND THE JETBRAINS PRIVACY POLICY, OR DO NOT KNOW WHETHER YOU HAVE THE LEGAL CAPACITY TO ACCEPT THESE TERMS, PLEASE ASK YOUR PARENT OR LEGAL GUARDIAN FOR HELP.

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: legal@jetbrains.com