Version 3.0, effective as of February 26, 2021
IMPORTANT! READ CAREFULLY: THIS IS A LEGAL AGREEMENT. BY CLICKING THE "I AGREE" (OR SIMILAR) BUTTON THAT IS PRESENTED TO YOU AT THE TIME OF YOUR FIRST USE OF THE 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. THIS IS AN EARLY ACCESS VERSION OF THE PRODUCT. YOU EXPRESSLY ACKNOWLEDGE THAT THIS VERSION OF THE PRODUCT MAY NOT BE RELIABLE, MAY NOT WORK AS INTENDED, AND MAY CONTAIN ERRORS. ANY USE OF THE EAP PRODUCT IS AT YOUR OWN RISK.
JetBrains' Early Access, Beta, and Nightly Programs ("EAP") allow you to try pre-release versions of our Products to evaluate features that may be added to the next release.
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 any Organization or natural person using a Product in accordance with this Agreement, where "Organization" includes any corporation, company, partnership, association, other entity or organization which controls, is controlled by, or is under common control with you. For the purposes of this definition, "control" means (i) the power, directly or indirectly, to direct or manage such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
2.1. "Agreement" means this JetBrains EAP User Agreement covering your use of the Product.
2.2. "Client" means a computer device used by the User for accessing the Product.
2.3. "Data" means all electronic data or information submitted to us.
2.4. "Domain" means a domain name that you may need to create within the Service and will then be associated with your use of the Product and Services.
2.5. "EAP" means any of the Early Access, Beta, and Nightly Programs as defined in the preamble of this Agreement.
2.6. "EAP Term" is a period during which the User can use the Product under this Agreement.
2.7. "Hosting System" means any server, real or virtual, network, Internet connection, infrastructure, hardware, and applications used by JetBrains to host the Product.
2.8. "JetBrains Account" or "JBA" means an account at https://account.jetbrains.com created by User, having a unique name and password, through which User has access to Products.
2.9. "JetBrains Website" means any website that is the property of JetBrains, including but not limited to everything hosted under the domains listed at https://www.jetbrains.com/legal/websites/.
2.10. "Personal Data" means any information relating to an identified or identifiable natural person.
2.12. "Product" means any generally available JetBrains software product and/or Service, as applicable, identified by JetBrains as an EAP product. For the avoidance of doubt, a) the Product is not produced to the specifications of the User, b) is intended for mass distribution, and c) this Agreement covers the EAP versions of the Product only.
2.13 "Redistributable Product" means an independent module of the Product or the Product as a whole designed to be redistributed and designated by JetBrains as "Redistributable" in its name or in its official description.
2.14. "Service" means access to the Product hosted by JetBrains on a Hosting System and provided to the User by JetBrains via the Internet.
3.1. Unless the EAP Term has expired or this Agreement is terminated in accordance with Section 12, and subject to the terms and conditions specified herein, JetBrains grants you a non-exclusive and non-transferable right to use each Product as follows:
(A) You may use any version of the Product on a number of Clients and on any operating system as may be specified in relevant Product documentation;
(B) You may make a backup copy of Product solely for archival or security backup purposes, if the Product or its documentation so allows.
(C) You must not:
(i) rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell or transfer the Product;
(ii) provide access to the Product, Domain, or your JetBrains Account or right to use the Product (except as may be expressly provided in the Product documentation) 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;
(v) attempt to gain unauthorized access to the Product or Hosting System;
(vi) use the Product to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or copyrights.
3.2. If an independent module of the Product or the Product as a whole is a Redistributable Product, the following provisions shall apply in addition to Section 3.1:
(A) You may:
(i) use the Redistributable Product without quantitative restrictions unless specified otherwise in the terms relating to the use of the particular Redistributable Product;
(ii) transfer, reproduce, redistribute and provide access to the Redistributable Product to a third party;
(iii) sell your product containing or using the Redistributable Product to a third party, but not the Redistributable Product as such;
(iv) redistribute the Redistributable Product onto another Client for legitimate purposes in accordance with applicable law and use the Redistributable Product on that Client, provided that you have received authorization from the owner of such Client to deploy and use the Redistributable Product in this way. You will indemnify JetBrains against any loss, costs or damages arising from your deployment of the Redistributable Product onto another Client in violation of this clause.
(B) You hereby agree to ensure that the use of any Redistributable Product you reproduce, redistribute or provide access to, to a third party is governed by an agreement concluded between the relevant third party as a User and JetBrains and that such third party is bound by the agreement prior to the use of any such Redistributable Product. JetBrains is the exclusive owner and exclusive licensor of any Redistributable Product. You acknowledge that you are liable to JetBrains for any loss or damages in connection with the breach of this section.
(a) You agree to: (i) obtain an Internet connection, any equipment necessary for the Internet connection, and any third-party software necessary for using the Product, including, but not limited to, browser software that supports a data security protocol compatible with the protocol used by the Product; (ii) use the Product in compliance with this EAP Agreement and applicable laws; and (iii) register your use of the Product on the JetBrains Website. You must provide JetBrains with a valid email address and other accurate information as requested by the registration form on the JetBrains Website.
(b) You are responsible for: (i) the legality of your Data (including, but not limited, to Data of your employees, contractors, and other personnel), and the means by which you acquired such Data. If any of your Data violates this Agreement or any third-party rights, you shall immediately remove the Data from the Product; (ii) compliance with applicable laws and government regulations; (iii) configuring and using the Product; (iv) the confidentiality of the username and passwords you or your users have established in connection with the Product; and (v) your Data backup.
(c) Some of the Products may include decompiling functionality that enables reproduction of source code from the original binary code. You acknowledge that binary code and source code may be protected by copyright and trademark laws. Before using such Products for decompilation purposes, you agree to make sure that decompilation of binary code is not prohibited by the applicable license agreement or that you have obtained permission to decompile the binary code from the copyright owner. The use of the Products for reproduction of source code or decompilation is entirely optional. JetBrains neither encourages nor condones the use of the Products for decompiling purposes, and disclaims any liability for their use in violation of applicable laws.
5.1. You are solely responsible for the accuracy and completeness of any information provided to JetBrains and any action taken through the Domain, JBA or Product.
5.2. All deliveries under this Agreement will be electronic. You must have an Internet connection in order to access to receive any deliveries. For the avoidance of doubt, you are responsible for Product download, installation, and internet connectivity.
5.3 JetBrains reserves the right to modify your Domain or assign you a different Domain if JetBrains reasonably believes you are not using your Domain in good faith, in accordance with applicable laws, or with the terms of this Agreement.
6.1. In connection with your use of the Product, we and the companies controlling, controlled by, or under our common control ("Affiliates") will process Personal Data as set out in clause 6.2, for the following purposes:
6.1.1. To provide you with software, services, or information;
6.1.2. To protect us from piracy and unlawful use of our software or services;
6.1.3. To improve our offerings based on usage;
6.1.4. For our internal evidence and to protect the rights and interests of us and other users;
6.1.5. To promote and market our software and services;
6.1.6. To fulfill the legal duties stipulated by accounting, taxation, and other laws.
6.2. For the above purposes, JetBrains may collect the following Personal Data: Personal Data relating to you as a User, including first name, last name, email address, company name and size, country, other contact and identification details, data about the usage of our software and services, cookies and SSH public key, information about your subscription and payments, your IP address, your username, and any password you have used for your registration.
6.3 The Product may send certain information to JetBrains, which will not contain any Personal Data.
6.4. The Product may electronically send anonymous information to JetBrains related to your usage of the Product features. This information may include, but is not limited to, frameworks, file templates being used in the IDEs, actions invoked, and other interactions with the Product features. This information will contain neither source code nor your Personal Data.
6.5 If JetBrains receives personal data of Users through the Product:
b) You hereby instruct JetBrains to process such personal data as necessary to carry out the purpose for which the personal data were handed over to JetBrains;
c) JetBrains will ensure that persons processing such personal data are bound by confidentiality obligations;
d) JetBrains will implement adequate security measures as specified in Article 32 of General Data Protection Regulation 2016/679 ("GDPR");
e) JetBrains will only use sub-processors for such personal data if the conditions under Article 28 section 2 and 4 of the GDPR are fulfilled;
f) JetBrains will help you in implementing reasonable and adequate organizational and technological measures to help you comply with your obligations regarding data subject requests, if any;
g) JetBrains will render you with reasonable assistance in achieving compliance with Articles 32 to 36 of GDPR;
h) If requested, JetBrains will either delete or return all such personal data depending on your decision;
i) JetBrains will provide all relevant information to you necessary to prove compliance with Article 28 of GDPR and provide an audit report to you demonstrating JetBrains compliance.
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 use, sell, offer to sell, import, reproduce, publicly display, distribute, modify, or publicly perform Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise.
8.1. 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.
8.2. 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.
(a) You 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) your or any of your User's use of the Product (including any activities under your Domain and JBA and use by your Users); (ii) the breach of this Agreement or violation of applicable law by you or any of your Users; (iii) your Data or the combination of your Data with other applications, content, or processes, including any claim involving alleged infringement or misappropriation of third-party rights by your Data or by use, development, design, production, advertising, or marketing of your Data; or (iv) a dispute between you and any of your users.
(b) You and JetBrains (as applicable) will promptly notify you of any claim subject to the previous section above, but JetBrains' failure to promptly notify you will only affect your obligations to the extent that JetBrains' failure prejudices your ability to defend the claim. You may: (i) use counsel of your own choosing (subject to JetBrains' written consent) to defend against any claim; and (ii) settle the claim as you deem appropriate, provided that you obtain 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.
10.1 THE PRODUCT INCLUDES EXPERIMENTAL AND EARLY PRE-RELEASE SOFTWARE, WHICH IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES. USE OF THE PRODUCT IS AT YOUR OWN RISK.
10.2 JETBRAINS MAKES NO WARRANTY AS TO THE PRODUCT'S USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JETBRAINS (OR ITS AFFILIATES, SHAREHOLDERS, AGENTS, DIRECTORS, AND EMPLOYEES), ITS LICENSORS, SUPPLIERS (WHICH SHALL INCLUDE THE PROVIDERS OF THIRD PARTY SOFTWARE), AND ITS SUPPLIERS AND RESELLERS (COLLECTIVELY, "JETBRAINS PARTIES") DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER 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 PRODUCT AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
10.3 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE JETBRAINS PARTIES DO NOT REPRESENT OR WARRANT THAT THE PRODUCT: IS ACCURATE, RELIABLE, OR CORRECT; WILL MEET YOUR REQUIREMENTS OR SPECIFICATIONS; WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; IS FREE OF DEFECTS OR ERRORS AND THAT ANY, IF FOUND, WILL BE CORRECTED; IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ANY CONTENT, INCLUDING YOUR OR YOUR USERS' DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT 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 A DOWNLOAD. 'DATA' FOR PURPOSES OF THIS PARAGRAPH REFERS TO ANY 'data' REGARDLESS OF WHETHER OR NOT SUBMITTED.
10.4 YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THIS DOCUMENT IS NOT INTENDED TO ABROGATE SUCH RIGHTS.
11.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL JETBRAINS PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR: (a) THE USER'S INABILITY TO USE THE PRODUCT, INCLUDING AS A RESULT OF ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR THE USER'S USE OF PRODUCT; (b) JETBRAINS' DISCONTINUATION OF THE PROVISION OF THE PRODUCT; (c) 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; (d) THE COST OF PROCUREMENT OF A SUBSTITUTE PRODUCT; (e) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY USER IN CONNECTION WITH THIS AGREEMENT OR THE USER'S USE OF OR ACCESS TO THE PRODUCT; (f) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE, ANY OF THE USER'S DATA; (g) ANY LOSS OF USE, DATA, GOODWILL, OR PROFITS, WHETHER OR NOT FORESEEABLE; (h) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, LOSS (i) DAMAGES IN CONNECTION WITH TERMINATION OR SUSPENSION OF YOUR ACCESS TO THE PRODUCT PURSUANT TO THIS AGREEMENT, (j) OR FAILURE TO STORE ANY OF YOUR OR YOUR USER'S DATA; OR (k) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER (EVEN IF THE RELEVANT JETBRAINS PARTY HAS 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 A 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 PRODUCT OR SUPPORT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. 'DATA' FOR PURPOSES OF THIS PARAGRAPH REFERS TO ANY 'data' REGARDLESS OF WHETHER OR NOT SUBMITTED.
11.2. THE JETBRAINS PARTIES' TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR IN RELATION TO THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID, IF ANY, FOR THE PRODUCT OR FIVE (5) US DOLLARS, WHICHEVER IS LESS. THIS LIMITATION WILL APPLY EVEN IF THE JETBRAINS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF LIABILITY EXCEEDING SUCH AMOUNT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12.1. The term of this Agreement will commence upon the acceptance of this Agreement by the User as set out in the preamble above, and will continue for each Product covered by this Agreement through the end of the applicable EAP Term, or in the case of Redistributable Products until terminated by either User or JetBrains.
12.2. You may terminate this Agreement at any time by ceasing all use of the Product, unless otherwise specified in the Product's documentation .
12.3. JetBrains may terminate this Agreement immediately at any time for convenience (including by no longer designating the Product as EAP). JetBrains may notify you of any such termination via email, JBA, or your Domain.
12.4. Upon expiration or termination of this Agreement by the User under Section 12.2, Sections 6, 7, 8, 9, 10, and 11 of this Agreement will survive.
12.5 For the avoidance of doubt, should you continue using the non-EAP Product versions of JetBrains Product after the expiration or termination of this Agreement or the applicable EAP Term, the applicable terms and conditions for such non-EAP JetBrains products will apply.
13.1 The User shall comply with all applicable laws and regulations with regard to economic sanctions, export controls, import regulations, restrictive measures, and trade embargoes (all herein referred to as "Sanctions"), including those of the European Union and the United States of America ). The User declares that the User 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. Furthermore, the 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.
14.1. Entire Agreement. This Agreement, including the Third-Party Software license terms and any other terms specifically referred to herein, constitutes the entire agreement between the parties concerning its subject matter and supersedes any prior agreements between you and JetBrains regarding your use of the (EAP) Product; and other than as specified in clause 14.4, 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 the User and JetBrains.
14.3. JetBrains does not acquire any rights to the User's Data transmitted, collected, or created by the User. The User retains ownership of all proprietary rights to the User's Data.
14.4. 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 (for example, by contacting you at the email address you have provided to us, by posting on JetBrains Website, or via the Product itself). If we modify this Agreement, the modified version of the Agreement will be effective from the date of your receipt of the notice, unless otherwise specified by JetBrains. In this case, if you object to the updated Agreement terms, as your exclusive remedy, you may terminate this Agreement. You may be required to click through the updated Agreement to show your acceptance.
14.5. 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.
14.6. Headings. Headings and titles are for convenience only and do not affect the interpretation of this Agreement.
14.7. No Waiver. Our failure to enforce or exercise any part of this Agreement is not a waiver of that section.
14.8. Governing Law. This Agreement will be governed by the laws of the Czech Republic, without regard to conflict of law principles. The 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.
14.9. 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.
14.10. Notice. JetBrains may deliver any notice to the User via electronic mail to an email address provided by the User, JetBrains Account, Domain, 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 the User via email, (ii) upon being uploaded to your JetBrains Account or Domain (irrespective of when User actually receives it), (iii) upon personal delivery, (iv) one (1) day after deposit with express courier, or (v) five (5) days after deposit in the mail, whichever occurs first.
For exceptions or modifications to this Agreement, please contact JetBrains at: Na Hrebenech II 1718/10, Prague, 14000, Czech Republic; Fax: +420 241 722 540; Email: firstname.lastname@example.org