Version 2.0, effective as of December 9, 2020
This is a legal agreement, and it is important that You read it carefully.
You understand that by accepting this agreement (You do that by clicking the "I agree" or similar button, or by accessing or using JetBrains team products or support), You are entering into a legal agreement and agree to certain legal consequences for Yourself or for Your organization.
If You do not agree to the terms and conditions of this agreement, You should not use the Product.
(a) "JetBrains" means JetBrains s.r.o. whose registered office is at Na hřebenech II 1718/10, Prague, 140 00, Czech Republic, registered with the Commercial Register kept by the Municipal Court of Prague, Section C, file 86211, ID.Nr.: 265 02 275.
(b) "User" or "You" means the individual given the right to use the Product 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.
"Hosting System" means any server, real or virtual, network, internet connection, infrastructure, hardware, and applications used by JetBrains to host Software.
"Personal data" means any information relating to an identified or identifiable natural person.
"Product" or "Team Tools" means any JetBrains team tool software hosted by JetBrains on a Hosting System and made available to the general public and Users via JetBrains Website and designated as such on JetBrains Website. As of the effective date of this Agreement, Product includes the following: Space, Hub, YouTrack, TeamCity, Datalore, and Upsource.
"Third-Party Software" means any third-party software programs that are owned and licensed pursuant to Section 8 of this Agreement by parties other than JetBrains and that are either integrated with or made part of the Product.
"User's Data" means all electronic data or information submitted by User via the Product or generated as a result of User using the Product, and stored by JetBrains on the Hosting System.
(a) JetBrains retains ownership of all proprietary rights to the Product and in all related trade names, trademarks, and service marks.
(b) JetBrains does not acquire any rights to User's Data transmitted, collected, or created by User via the Product. User retains ownership of all proprietary rights in User's Data. However, particular Team Tools may require that You grant Us limited rights in order for Us to provide all intended functionalities of the Team Tools. More details can be found in the corresponding Product terms.
(a) User has no obligation to provide JetBrains with ideas, suggestions, or proposals in regards to Product ("Feedback"). However, if User submits Feedback to JetBrains, then User grants to JetBrains a non-exclusive, worldwide, royalty-free, irrevocable, perpetual license that is sub-licensable and transferable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback in any manner without any obligation, royalty, or restriction based on intellectual property rights or otherwise.
(b) JetBrains is authorized to use anonymous technical data concerning usage of Product for JetBrains' internal statistical purposes.
Subject to the terms, conditions, and limitations set forth in this Agreement, including any amendments thereto, JetBrains hereby grants to User a limited, non-exclusive, non-transferable right to use the Product as follows:
(a) User may use the Product in accordance with this Agreement and applicable documentation, and in accordance with instructions from JetBrains where available. For the avoidance of doubt, in the event of conflict between the terms of this Agreement and instructions from JetBrains, the terms of this Agreement shall prevail.
(b) Without written permission from JetBrains, User may not:
(i) modify, alter, tamper with, repair, or otherwise create derivative works of the Product (except to the extent that the Product or any of its parts are provided to User under a separate license that expressly permits the creation of derivative works);
(ii) reverse-engineer, disassemble, or decompile the Product, or apply any other process or procedure to derive the source code of the Product;
(iii) sell, redistribute, encumber, give, lend, rent, lease, sublicense, or otherwise transfer the Product, or any portions of it, to anyone;
(iv) use the Product to store or transmit infringing, libelous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy or copyrights, or;
(v) attempt to gain unauthorized access to the Product or to Hosting System.
(c) User shall be responsible for:
(i) lawfulness of User's Data and of the means by which User acquired User's Data. If User becomes aware of any User's Data violating this Agreement or any third-party rights, User shall immediately remove such User's Data from the Product;
(ii) compliance with applicable laws and government regulations;
(iii) configuration of its projects and using the Product; and
(iv) keeping User's Product access credentials confidential.
(a) In connection with use of the Product by User, JetBrains and the associated group of companies of JetBrains will process User's personal data, in particular, User's contact and identification details, data about usage of the Product, and information about User's subscription and payments, for the following purposes:
(i) to provide User with software, services, or information;
(ii) to protect JetBrains from piracy and unlawful use of JetBrains software or services;
(iii) to improve JetBrains offerings based on usage;
(iv) for JetBrains’ internal evidence and to protect the rights and interests of JetBrains and other users;
(v) to promote and market JetBrains software and services; and
(vi) to fulfill legal duties stipulated by accounting, taxation, and other laws.
(d) User must keep their personal data up to date, and in the event that any inconsistencies arise with the current state of their personal data and the data provided in the Product, report such inconsistencies to JetBrains.
(a) User agrees to comply with the terms and conditions contained in Third-Party Software licenses with respect to the applicable Third-Party Software. User may review all such Third-Party Software licenses and/or notices in Product documentation under the section "Third-Party License Agreement" or in the corresponding Product documentation.
(b) User agrees and acknowledges that Sections 9, 10, and 11 of this Agreement shall also govern User's use of Third-Party Software. JetBrains will bear no responsibility with respect to any Third-Party Software, and User will look solely to the licensor(s) of Third-Party Software for any remedy. JetBrains claims no right in Third-Party Software, and the same is owned exclusively by the licensor(s) of Third-Party Software.
(c) JetBrains 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.
THE PRODUCT IS PROVIDED "AS IS". JETBRAINS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE REGARDING THE PRODUCT, INCLUDING ANY WARRANTY THAT THE PRODUCT WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING USER'S DATA AND CODE, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, JETBRAINS DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
(a) JETBRAINS WILL NOT BE LIABLE TO USER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA, INCLUDING, WITHOUT LIMITATION, THE RETRIEVAL, TESTING, VERIFICATION, OR DEPLOYMENT OF ANY CODE SUBMITTED FOR TESTING AND/OR DEPLOYMENT), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, JETBRAINS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:
(i) USER'S INABILITY TO USE THE PRODUCT, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR USER'S USE OF THE PRODUCT;
(ii) JETBRAINS' DISCONTINUATION OF THE PROVISION OF THE PRODUCT;
(iii) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE PRODUCT FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES, OR OTHER INTERRUPTIONS;
(iv) THE COST OF PROCUREMENT OF ANY SUBSTITUTE PRODUCT;
(v) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY USER IN CONNECTION WITH THIS AGREEMENT OR USER'S USE OF OR ACCESS TO THE PRODUCT; OR
(vi) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE, ANY OF USER'S DATA.
(b) IN ANY CASE, JETBRAINS' AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT OF FIVE (5) USD.
(c) JETBRAINS WILL NOT BE LIABLE FOR ANY DELAY OR FAILURE TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT WHERE THE DELAY OR FAILURE RESULTS FROM ANY CAUSE BEYOND OUR REASONABLE CONTROL, INCLUDING ACTS OF GOD, LABOR DISPUTES, OR OTHER INDUSTRIAL DISTURBANCES, SYSTEMIC ELECTRICAL, TELECOMMUNICATIONS, OR OTHER UTILITY FAILURES, EARTHQUAKE, STORMS OR OTHER ELEMENTS OF NATURE, BLOCKAGES, EMBARGOES, RIOTS, ACTS OR ORDERS OF GOVERNMENT, ACTS OF TERRORISM, OR WAR.
(a) User will defend, indemnify, and hold harmless JetBrains, its affiliates, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third-party claim concerning:
(i) User's or any other User's use of Product;
(ii) breach of this Agreement or violation of applicable law by User;
(iii) User's Data or the combination of User's Data with other applications, content, or processes, including any claim involving alleged infringement or misappropriation of third-party rights by User's Data or by use, development, design, production, advertising, or marketing of User's Data; or
(iv) a dispute between User and any other User.
(b) JetBrains will promptly notify User of any claim subject to previous section 11.a) above, but JetBrains' failure to promptly notify User will only affect User's obligations to the extent that JetBrains failure prejudices User's ability to defend the claim. User may:
(i) use counsel of User's own choosing (subject to JetBrains' written consent) to defend against any claim; and
(ii) settle the claim as User deems appropriate, provided that User obtains prior written consent from JetBrains before entering into any settlement. JetBrains may also assume control of the defense and settlement of the claim at any time.
User shall comply with all applicable laws and regulations with regards to: economic sanctions; export controls; import regulations; and trade embargoes ("Sanctions"), including those of the European Union and United States (specifically the Export Administration Regulations (EAR)). User acknowledges that they are not a person targeted by Sanctions nor are they otherwise controlled by or acting on behalf of any person targeted by Sanctions. Further, User acknowledges that they will not download or otherwise export or re-export Productor any Product related technical data directly or indirectly to any person targeted by Sanctions or download or otherwise use Product for any end use prohibited or restricted by Sanctions.
(a) This Agreement takes effect from the moment User clicks an "I Accept" button or checkbox presented along with these terms (the "Effective Date") and shall continue until terminated by either party as provided herein.
(b) User may terminate this Agreement at any time by ceasing use of the Product.
(c) JetBrains may terminate this Agreement immediately upon notice to User if:
(i) JetBrains decides to cease providing the Product due to any business, economic, legal, or regulatory reason;
(ii) User has breached any provision of this Agreement; or
(iii) JetBrains is required to do so by law.
(d) JetBrains reserves the right to discontinue the Product, in whole or in part, at any time and without cause. In such a case, JetBrains will make reasonable efforts to notify the User via email ten (10) days prior to termination of the Agreement.
(e) JETBRAINS RESERVES THE RIGHT TO CLOSE REGISTRATION FOR THE PRODUCT AND DISCONTINUE THE PROVISION OF THE PRODUCT AT ANY TIME. JETBRAINS RESERVES THE RIGHT TO MAKE USER'S DATA AND PROJECTS UNAVAILABLE AT ANY TIME AND DELETE THEM AT JETBRAINS' DISCRETION.
(b) JetBrains reserves the right at any time to cease the provision of the Product and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability, or other characteristics of the Product.
(c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall 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 shall be enforceable notwithstanding said expiration or termination.
(d) This Agreement is governed by the laws of the Czech Republic, without reference to conflict of laws principles. User agrees that any litigation relating to this Agreement may only be brought in, and shall be subject to the jurisdiction of any Court of the Czech Republic.
(e) Titles and subheadings are inserted for convenience only and shall 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 shall continue in full force and effect. Either JetBrains or User may assign this Agreement in the case of a merger or sale of a substantial part or all of its respective assets to another entity. This Agreement shall be binding upon and will be for the benefit of the parties, their successors, and their assigns.
If You have any questions about these Terms, please contact Us at firstname.lastname@example.org.