Version 13, Effective as of April 25, 2023
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.
Note: In case the terms of this Agreement are in conflict with the terms of any agreement individually negotiated and agreed between JetBrains and customer, the terms of the latter shall prevail.
(a) "Licensor" means JetBrains s.r.o. having its principal place of business at Na Hřebenech II 1718/8, Prague, 14000, Czech Republic, ID.No: 265 02 275, entered into the Commercial Register of the Municipal Court in Prague, section C, file 86211.
(b) "Licensee" means either an individual or a legal entity specified in the License Certificate, exercising rights under, and complying with all of the terms of, this Agreement. For legal entities, “Licensee” includes any entity which controls, is controlled by, or is under common control with Licensee. For purposes of this definition, “control” means (a) the power, direct or indirect, to cause the direction or management of such an entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such an entity.
"Agent" means a User which is authorized by Licensee to respond to Reporters.
"Classroom License" means a license to use Software free of charge for non-commercial purposes as set forth in Section 5 (a) of this Agreement.
"Documentation" means the online documentation for Software accessible on JetBrains Site, as updated from time to time.
"License Certificate" means evidence of a license provided by Licensor to Licensee in electronic or printed form.
"License Key" means a unique key-code that enables Licensee to run Software subject to the obtained User Pack.
"OS-Project License" means a license to use Software free of charge for non-commercial purposes as set forth in Section 5 (b) of this Agreement.
"Reporter" is an individual or bot with the ‘reporter account’ (as described in the Documentation) who is allowed by Licensee to report an issue in Software and communicate about it with Agents.
"Server" means a server part of Software that enables administration of Users and performs other services as specified in Software documentation.
"Software" means software program YouTrack in binary form, including its documentation, upgrades provided pursuant to Section 9 of this Agreement, and any third party software programs that are owned and licensed pursuant to Section 6 of this Agreement by parties other than Licensor and that are either integrated with or made part of YouTrack (collectively, "Third Party Software").
"User" means an individual or a bot with a user account created by Licensee granting the individual the right to access the Software and use it to communicate with other Users as further detailed in Documentation. For avoidance of any doubt, the term User does not include Reporters.
"User Pack" means a maximum number of Users permitted to use Software.
(a) Software is the property of Licensor or its suppliers. Software is licensed, not sold. Title and copyrights to Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Licensor and its suppliers.
(b) Software is protected by United States Copyright Law and International Treaty provisions. Further, the structure, organization, and code embodied in 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.
Subject to the terms, conditions, and limitations set forth in this Agreement, including any amendments thereto, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to use Software as follows:
(i) use up to ten (10) Users and three (3) Agents free of charge on a single instance of Server run by Licensee;
(ii) use more than ten (10) Users on a single instance of Server if Licensee has obtained a corresponding User Pack
(iii) use more than three (3) Agents on a single instance of Server if Licensee has purchase the right to use Software for corresponding number of Agents;
(iv) run one instance of Server with a single License Key; and
(v) make one hot back-up copy and an unlimited number of cold back-up copies of Software .
(i) sell, redistribute, assign, encumber, give, lend, rent, lease, sublicense, or otherwise transfer Software, or any portions of Software, to another individual or entity;
(ii) reverse-engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of Software, or create derivative works from Software;
(iii) run multiple instances of Server with the same License Key; or
(iv) use more Users or Agents on a single instance of Server than is set forth in Section 4(a) or Section 5.
(a) If Licensee who is an educational institution has been granted Classroom License, Licensee’s rights to use Software shall be restricted solely to providing classroom instruction by Licensee to its students. Any commercial use of Software with Classroom License is expressly prohibited by Licensor.
(b) If Licensee who is an open source development group or its member has been granted OS-Project License, Licensee’s rights to use Software shall be restricted solely to development of non-commercial open source projects that meet the Open Source Definition at https://www.opensource.org/docs/osd. Any commercial use of Software with OS-Project License is expressly prohibited by Licensor.
(b) Restrictions on the number of Users and Server instances set forth in paragraphs (i),(ii) and(iv) of Section 4 (a) are not applicable to Classroom Licenses.
(c) Licensee’s right to use Software, including all generally available Upgrades, with Classroom Licenses and OS-Project Licenses, shall be limited to one (1) year. Licensee may renew its Classroom License or OS-Project License for another 1-year period free of charge by submitting to Licensor a written request thirty (30) days prior to the license expiration if Licensee meets the then-current criteria applicable for such a Classroom License or OS-Project License.
(a) Licensee agrees to comply with the terms and conditions contained in Third-Party Software licenses with respect to the applicable Third-Party Software.
(b) Licensee agrees and acknowledges that Sections 10 and 11 of this Agreement shall also govern Licensee’s use of the Third-Party Software. 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.
(c) 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.
(a) Licensee may obtain from Licensor a free License Key to evaluate Software for a period of sixty (60) days, unless otherwise specified by Licensor ("Evaluation Period").
(b) Licensee’s use of Software during Evaluation Period shall be subject to the terms of this Agreement (except for restrictions on the number of Users and Agents set forth in paragraph (ii) of Section 4 (a)), but shall be limited to the internal Software evaluation for the sole purpose of determining whether Software meets Licensee’s requirements and whether Licensee desires to continue using Software.
(c) Upon expiration of Evaluation Period, Licensee shall do either of the following: (i) continue using Software free of charge subject to paragraph (i) of Section 4 (a); (ii) obtain User Pack; or c) uninstall Software. Software contains a feature that will automatically deactivate exceeding Users and Agents upon expiration of Evaluation Period. Licensee may not disable, destroy, or remove this feature of Software, and any attempt to do so will be in violation of this Agreement and will terminate Licensee’s rights to use Software.
Licensee can use Software for free with up to ten (10) Users and three (3) Agents. If Licensee wants to use the Software with more Users, it must purchase the User Pack allowing it to use such a total higher number of Users. If Licensee wants to use the Software with more Agents, it must purchase the license for such a total higher number of Agents. Licensee agrees to pay the fees based on the pricing described on the JetBrains Website and in this Agreement and Licensor will charge Licensee based on number of Users and Agents and the selected Subscription Period, as stated in this Agreement. For avoidance of any doubt, Licensee is not charged for the number of Reporters using Software.
This Agreement applies whether Licensee pays the fees described above directly to Licensor or through an authorized JetBrains reseller or distributor. Neither resellers nor distributors are authorized to make any promises or commitments on JetBrains’ behalf, and Licensee understands and agrees that Licensor is not bound by any obligations to Licensee other than as specified in this Agreement.
Unless the parties to specific payment or billing terms in this Agreement, fees according to this Agreement must be paid by Licensee in accordance with the JetBrains Terms and Conditions of Purchase (available at https://www.jetbrains.com/legal/docs/store/terms/) or in accordance with the terms provided to Licensee by its authorized JetBrains reseller or distributor, whichever are applicable.
Licensee cannot deduct or set off any amount from the fees that Licensee has to pay to Licensor, even if Licensor owes Licensee an amount or Licensee believes that Licensor owes Licensor an amount (‘counterclaim’).
All fees, and other amounts relating to Software, exclude any and all applicable taxes and similar fees (except taxes based solely on Licensee’s income) now in force or that may be imposed in the future on the provision of Software. You are responsible for all taxes, levies, and duties, such as value-added tax (‘VAT’), sales tax, and withholding tax, that apply in Licensee’s country. You have to pay these in addition to the fees payable to Us.
9.1 If Licensee’s use of Software falls under paragraph (i) of Section 4(a), Licensor will provide all generally available Software Upgrades to Licensee free of charge until termination of this Agreement as set forth in Section 13.
9.2 If Licensee has obtained User Pack, Licensor will provide all generally available Software Upgrades to Licensee free of charge during a 1-year period following the User Pack purchase ("Upgrade Subscription"). Licensee may renew (extend) Upgrade Subscription for another 1-year period as set forth on Licensor’s web site. Each subsequent Upgrade Subscription term will start on the day following expiration of the previous Upgrade Subscription term regardless of the actual Upgrade Subscription renewal date. If Licensee elects not to renew Upgrade Subscription, Licensee would retain perpetual right to continue using the most recent version of the Software released by Licensor during applicable Upgrade Subscription term, subject to restrictions set forth in clause 4. This Section 9.2 is not applicable to Classroom Licenses and OS-Project Licenses which are subject to Section 5 (d).
9.3 Upon Upgrade Subscription renewal, Licensee shall destroy any License key provided by Licensor during the previous Upgrade Subscription term and continue using Software with License key provided by Licensor for the new Upgrade Subscription term.
9.4. Licensor may terminate Upgrade Subscription if:
(a) Licensee has materially breached this Agreement and fails to cure such breach within thirty (30) days of written notice thereof;
(b) Licensee fails to make the timely payment of Upgrade Subscription fees;
(c) Licensor is required to do so by law (for example, where the provision of the Software to Licensee is, or becomes, unlawful); or
(d) Licensor elects to discontinue to provide Software, in whole or in part.
9.5 Licensor will make reasonable effort to notify Licensee via an email as follows:
(a) Thirty (30) days prior to termination of Upgrade Subscription in the events specified in Sections 9.4 (c) and 9.4 (d), and in such events Licensee will be entitled to refund of unused portion of prepaid subscription fees, if applicable;
(b) Three (3) days prior to termination of Upgrade Subscription in the event specified in Section 9.4 (b).
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 AFFILIATES, 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 SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LICENSOR OR ITS AFFILIATES, LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF THE USE OR INABILITY TO USE SOFTWARE, OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR 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, LICENSOR’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR SOFTWARE UNDER THIS AGREEMENT OR 5 USD IF LICENSEE RECEIVED SOFTWARE FREE OF CHARGE.
Licensee 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)). Licensee acknowledges 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, Licensee acknowledges 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.
(a) Except as otherwise provided in License Certificate, the license granted herein shall be perpetual.
(b) If Licensee fails to comply with the terms and conditions of this Agreement, Licensor may terminate this Agreement and Licensee’s right and license to use Software. Licensee may terminate this Agreement at any time by notifying Licensor. Upon the termination of this Agreement, Licensee must discontinue use of Software, and delete all copies of Software from its computers and archives.
(b) LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, LICENSOR MAY TAKE ACTIONS SO THAT SOFTWARE NO LONGER OPERATES.
Licensee agrees to be identified as a customer of Licensor and agrees that Licensor may refer to Licensee by name, trade name and trademark, if applicable, and may briefly describe Licensee’s business in Licensor’s marketing materials and on Licensor’s web site. Licensee hereby grants Licensor a license to use Licensee’s name and any of Licensee’s trade names and trademarks solely in connection with the rights granted to Licensor pursuant to this marketing section.
(a) Licensor reserves the right at any time to cease the support of Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of Software.
(b) This Agreement can be updated from time to time, to reflect changes in Software and how it is offered to licensees. If this happens, Licensor will update the terms on the JetBrains Site and let Licensee know either by:
i) Displaying them to Licensee in Software;
ii) Displaying them in Licensee’s account; or
iii) Sending the updated version to the email address used in Licensee’s account.
Any updates to this Agreement will start (‘come into effect’) on the date specified in the updated Agreement. By continuing to use Software after 30 days from the effective date, Licensee agrees to be bound by the modified Agreement. Licensor respects that Licensee may not agree to the updated Agreement. If that is the case, Licensee can terminate this Agreement at any time up to 30 days after the effective date of the updated Agreement.
(b) This Agreement, including the Third Party Agreements, constitutes the entire agreement between the parties concerning Licensee’s use of Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to 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, 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 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 shall be subject to the jurisdiction of, any Court of Czech Republic.
(e) Titles 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 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 shall be binding upon and shall inure to the benefit of the parties, their successors and assigns.
For exceptions or modifications to this Agreement, please contact JetBrains at:
Address: Na hrebenech II 1718/8, Prague, 14000, Czech Republic
Fax: +420 241 722 540