EULA - End User License Agreement
License Agreement for YouTrack
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.
(a) "Licensor" means JetBrains s.r.o. having its principal place of business at Na hrebenech II 1718/10, Prague, 14700, Czech Republic.
(b) "Licensee" means either an individual or a legal entity 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 entity, whether by contract or otherwise, or (b) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such entity.
(a) "Account" means an electronic record on Server created by Licensee for the purpose of use of the Software by a specific user.
(b) "Classroom License" means a license to use the Software free of charge for non-commercial purposes as set forth in section 5(a) of this Agreement.
(c) "License Key" means a unique key-code that enables Licensee to run the Software subject to the obtained User Pack.
(d) "OS-Project License" means a license to use the Software free of charge for non-commercial purposes as set forth in section 5(b) of this Agreement.
(e) "Server" means a server part of the Software that enables administration of Accounts and performs other services as specified in the Software documentation.
(f) "Software" means software program YouTrack in binary form, including any third party software programs that either integrated with or made part of YouTrack ("Third Party Software"), documentation, and any modification, correction, enhancement, deletion or substitution (collectively, "Upgrades") of hereof supplied by Licensor.
(g) "User Pack" means a maximum number of users permitted to use the Software.
(a) The Software is the property of Licensor or its suppliers. The Software is licensed, not sold. Title and copyrights to the Software, in whole and in part and all copies thereof, and all modifications, enhancements, derivatives and other alterations of the Software regardless of who made any modifications, if any, are, and will remain, the sole and exclusive property of Licensor and its suppliers.
(b) The Software is protected by United States Copyright Law and International Treaty provisions. Further, the structure, organization, and code embodied in the 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.
4. GRANT OF LICENSE
Subject to the terms, conditions, and limitations set forth in this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to use the Software as follows:
(a) Licensee may:
(i) use up to ten (10) Accounts free of charge on a single instance of Server run by Licensor;
(ii) use more than ten (10) Accounts on a single instance of Server if Licensee has obtained a corresponding User Pack;
(iii) run one instance of Server with a single License Key; and
(iv) make one back up copy of the Software for archival purposes.
(b) Licensee may not:
(i) sell, redistribute, assign, encumber, give, lend, rent, lease, sublicense, or otherwise transfer the Software, or any portions of the Software, to another individual or entity;
(ii) reverse, engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software;
(iii) run multiple instances of Server with the same License Key; or
(iv) use more Accounts on a single instance of Server than as set forth in the obtained User Pack.
5. ADDITIONAL LICENSE EXCEPTIONS AND RESTRICTIONS.
(a) If Licensee who is an educational institution has been granted Classroom License, Licensee's rights to use the Software shall be restricted solely to providing classroom instruction by Licensee to its students. Any commercial use of the 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 the Software shall be restricted solely to development of non-commercial open source projects that meet the Open Source Definition at http://www.opensource.org/docs/osd. Any commercial use of the Software with OS-Project License is expressly prohibited by Licensor.
(c) Restrictions on the number of Accounts and Server instances set forth in paragraphs (i)-(iii) of section 4 (a) are not applicable to Classroom Licenses and OS-Project Licenses.
(d) Licensee's right to use the 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.
6. THIRD PARTY SOFTWARE LICENSE
(a) Third Party Software is licensed to Licensee in accordance with the separate Third Party Software license agreements included with the Software, and subject to any restrictions set forth herein. Licensee agrees to abide by the terms and conditions of the Third Party Software license agreements. 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.
(b) 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.
7. RESTRICTED USE DURING EVALUATION PERIOD
(a) Licensee may obtain from Licensor a free License Key to evaluate the Software for a period of sixty (60) days, unless otherwise specified by Licensor ("Evaluation Period").
(b) Licensee's use of the Software during Evaluation Period shall be subject to the terms of this Agreement (except for restrictions on the number of Accounts 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 the Software meets Licensee's requirements and whether Licensee desires to continue using the Software.
(c) Upon expiration of Evaluation Period, Licensee shall do either of the following: (i) continue using the Software free of charge subject to paragraph (i) of section 4 (a); (ii) obtain User Pack; or c) uninstall the Software. The Software contains a feature that will automatically deactivate exceeding Accounts upon expiration of Evaluation Period. Licensee may not disable, destroy, or remove this feature of the Software, and any attempt to do so will be in violation of this Agreement and will terminate Licensee's rights to use the Software.
8. LICENSE FEES AND PAYMENTS
Licensee shall pay to Licensor all applicable license fees and charges for using the Software as set forth in an appropriate invoice or other purchase documentation. Licensor may charge Licensee interest for any payment that is more than thirty (30) days past due at the rate of one and one-half percent (1.5%) per month or the highest amount allowed by law, whichever is lower.
(a) If Licensee's use of the 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 14.
(b) 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 renewal 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. This section 9 (b) is not applicable to Classroom Licenses and OS-Project Licenses which are subject to section 5 (d).
(c) Upon installing any Upgrade, Licensee shall cease using any previous version of the Software.
10. PATENT AND COPYRIGHT INDEMNITY
(a) Licensor will defend and indemnify Licensee for all costs (including reasonable attorneys fees) arising from a claim that the Software furnished and used within the scope of this Agreement infringes a U.S. copyright or U.S. patent provided that (i) Licensee notifies Licensor in writing within 30 days of the claim, (ii) Licensor has sole control of the defense and all related settlement negotiations, and (iii) Licensee provides Licensor with the assistance, information, and authority necessary to perform the above. This section 10 (a) is not applicable if the Software has been furnished to License under Classroom License or OS-Project License.
(b) Licensor will have no liability for any claim of infringement based on (i) code contained within the Software which was not created by Licensor, including Third Party Software; (ii) use of a superseded or altered release of the Software, except for such alteration(s) or modification(s) which have been made by Licensor or under Licensor's direction, if such infringement would have been avoided by the use of a current, unaltered release of the Software that Licensor provides to Licensee, or (iii) the combination, operation, or use of any Software furnished under this Agreement with programs or data not furnished by Licensor if such infringement would have been avoided by the use of the Software without such programs or data.
(c) In the event the Software is held or believed by Licensor to infringe, or Licensee's use of the Software is enjoined, Licensor will have the option, at its expense, to (i) modify the Software to cause it to become non-infringing, (ii) obtain for Licensee a license to continue using the Software, (iii) substitute the Software with other Software reasonably suitable to Licensee, or (iv) if none of the foregoing remedies are commercially feasible, terminate the license for the infringing Software and refund any license fees paid for the Software, prorated over a three-year term from the effective date of the Agreement. This section 10 states Licensor's entire liability for infringement.
11. LIMITED WARRANTY
(a) If Licensee has paid a license fee for the Software, then for a period of thirty (30) days from the date of receipt of the Software, Licensor warrants the Software against any defects resulting from the electronic transmission process, and any Software media supplied by Licensor will be free from defects in materials and workmanship.
(b) Licensor's, and its suppliers' and resellers', entire liability and Licensee's exclusive remedy shall be, at Licensor's option, either (i) return of the price paid, or (ii) repair or replacement of the Software that does not meet Licensor's Limited Warranty. This Limited Warranty is void if failure of the Software has resulted from accident, abuse, or misapplication. Any replacement Software will be warranted for an additional thirty (30) days. Outside the United States, neither these remedies nor any product support services offered by Licensor are available without proof of purchase from an authorized international source.
(c) EXCEPT FOR THE FOREGOING, THE SOFTWARE IS DELIVERED TO LICENSEE "AS IS" AND LICENSOR MAKES NO WARRANTY AS TO ITS USE OR PERFORMANCE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR, AND ITS 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 THE SOFTWARE, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. THIS LIMITED WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
12. DISCLAIMER OF DAMAGES
(a) REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT SHALL LICENSOR OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO LICENSEE UNDER ANY THEORY FOR ANY DAMAGES SUFFERED BY LICENSEE OR ANY USER OF THE SOFTWARE, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, OR SIMILAR DAMAGES (INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE 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 SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY LICENSEE FOR THE SOFTWARE. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE.
13. U.S. GOVERNMENT RESTRICTED RIGHTS
This Software is provided with Restricted Rights. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)
(1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19, and successor thereof, as applicable. Manufacturer is Licensor, Na hrebenech II 1718/10, Prague, 14700, Czech Republic.
(a) 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 the 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 THE SOFTWARE NO LONGER OPERATES.
Licensee agrees to be identified as a customer of Licensor and 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 the Software and to alter prices, features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics of the Software.
(b) This Agreement, including the Third Party Agreements, constitutes the entire agreement between the parties concerning Licensee's use of the Software, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the 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 1718/10, Prague, 14700, Czech Republic
Fax: +420 2 4172 2540