IDEA
LICENSE AGREEMENT FOR INTELLIJ IDEA
(Commercial License)
Version 10, Effective as of August 23, 2014
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.
1. PARTIES
(a) "Licensor" means JetBrains s.r.o., having its principal place of business at Na hrebenech II
1718/10, Prague, 14700, Czech Republic, registered with Commercial Register kept by the Municipal
Court of Prague, Section C, file 86211, ID.Nr.: 265 02 275.
(b) "Licensee" means the sole proprietor or legal entity specified in the License Certificate. 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 (i) the power, direct or
indirect, to cause the direction or management of 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. DEFINITIONS
(a) "Software" means software program known as IntelliJ IDEA in binary form, including its
documentation, upgrades provided pursuant to Section 10 of this Agreement, and any third party
software programs that are owned and licensed pursuant to Section 7 of this Agreement by parties
other than Licensor and that are either integrated with or made part of IntelliJ IDEA
(collectively, "Third Party Software").
(b) "Authorized User" means any employee, independent contractor or other temporary worker
authorized by Licensee to use Software while performing duties within the scope of their employment
or assignment.
(c) "Client" means a computer device used by Authorized User for running Software.
(d) "JetBrains Account" means profile record on https://account.jetbrains.com , which identifies
Authorized User and licenses for Software provided to the Authorized User by Licensee. Sharing
credentials for a JetBrains Account among multiple Authorized Users is not permitted.
(e) "License Certificate" means evidence of a license provided by Licensor to Licensee in
electronic or printed form.
(f) "License Key" means a unique key-code that enables a single Authorized User to use Software at
a time. Only Licensor and/or its representatives are permitted to produce License Keys for
Software.
(g) "License Server" means a server application designed to store License Keys and to enable access
to Software from Clients within Licensee's local area network ("Licensee's LAN"). License Server
may be optionally provided by Licensor to Licensee.
3. OWNERSHIP
(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.
4. GRANT OF LICENSE
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:
(a) Licensee may:
(i) install and use the licensed edition (if applicable) and version of Software specified in
License Certificate(s) on any number of Clients and on any operating system supported by Software,
provided that a number of concurrent users of Software never exceeds the number of Authorized Users
specified in the appropriate License Certificate(s) and that the same License Key is not used by
multiple Authorized Users, on multiple Clients, or on different operating systems at a time;
(ii) access Software from Clients via License Server if Licensee has obtained License Server from
Licensor or via JetBrains Account. Licensee may install multiple instances of License Server,
provided that Licensee complies with restrictions set forth in this Section 4; and
(iii) make one backup copy of Software solely for archival purposes.
(b) Licensee may not:
(i) sell, redistribute (except as set forth in Paragraph 5 herein), encumber, give, lend, rent,
lease, sublicense, or otherwise transfer Software, or any portions of Software, to anyone without
the prior written consent of Licensor;
(ii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the
source code of Software, or create derivative works from Software; or
(iii) use the same License Key or JetBrains Account concurrently by multiple Authorized Users, on
multiple License Server instances, Software instances, or Clients. Software may contain a feature
preventing concurrent use of the same License Key or JetBrains Account.
5. LICENSE TO DISTRIBUTE REDISTRIBUTABLE
In addition to the license granted under Section 4 of this Agreement, Licensor grants to Licensee a
non-exclusive, limited license to use the files located in the "redist" folder in Software
installation under the terms of the Apache License, Version 2.0. Licensee may obtain a copy of the
Apache License at http://www.apache.org/licenses/LICENSE-2.0. Unless required by applicable law or
agreed in writing, software distributed under the Apache License is distributed on an "AS IS"
BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the Apache
License for the specific language governing permissions and limitations under the Apache License.
6. USE OF DECOMPILER
(a) Software includes decompiling functionality ("JetBrains Decompiler") that enables reproducing
source code from the original binary code. Licensee acknowledges that binary code and source code
might be protected by copyright and trademark laws. Before using JetBrains Decompiler, Licensee
should make sure that decompilation of binary code is not prohibited by the applicable license
agreement (except to the extent that Licensee may be expressly permitted under applicable law) or
that Licensee has obtained permission to decompile the binary code from the copyright owner.
(b) Using JetBrains Decompiler is entirely optional. Licensor neither encourages nor condones the
use of JetBrains Decompiler, and disclaims any liability for Licensee's use of JetBrains Decompiler
in violation of applicable laws.
7. THIRD PARTY SOFTWARE LICENSE
(a) Licensee agrees to comply with the terms and conditions contained in Third-Party Software
license agreements with respect to the applicable Third-Party Software.
(b) Licensee agrees and acknowledges that Sections 11 and 12 of this Agreement shall also govern
Licensee's use of the Third-Party Software. Licensor will bear 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.
8. RESTRICTED USE DURING EVALUATION PERIOD
(a) Subject to the terms of this Agreement, Licensee is granted a right to use Software for
evaluation purposes without charge for a period of thirty (30) days from the date of installation
of Software unless otherwise specified ("Evaluation Period").
(b) Licensee's use of Software during Evaluation Period shall be limited to the internal evaluation
of Software 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 must obtain License Certificate for perpetual
use of Software or cease using Software. Software contains a feature that will automatically
disable Software 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.
9. LICENSE FEES AND PAYMENTS
Licensee agrees to the terms and conditions of Software purchase published on Licensor's website at
www.jetbrains.com. Licensee will pay to Licensor the license fee and other charges and expenses 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.
10. UPGRADES
(a) Licensor will provide generally available new versions of Software to Licensee pursuant to the
optional upgrade terms published on Licensor's web site at www.jetbrains.com. Upon obtaining
License Key for a new version of Software from Licensor, Licensee shall destroy License Key
provided by Licensor for a previous version of Software.
(b) If Licensee has obtained an upgrade subscription for Software, Licensee will qualify for free
upgrades during the initial 1-year upgrade subscription term. Licensee may renew an upgrade
subscription for another 1-year period by paying to Licensor an applicable upgrade subscription
renewal fee. Each subsequent upgrade subscription term will start on the day following the
expiration of a previous upgrade subscription term regardless of the actual upgrade subscription
renewal date. Upon obtaining License Key for a new upgrade subscription term from Licensor,
Licensee shall destroy a License Key provided by Licensor for a previous upgrade subscription term.
(c) If not agreed otherwise in writing between Licensor and Licensee, upon upgrading to new version
of Software the relationship between parties shall be governed and amended (if applicable) by the
terms and conditions of License agreement related to Software available at www.jetbrains.com on the
day of upgrade purchase.
11. LIMITED WARRANTY
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.
12. DISCLAIMER OF DAMAGES
(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.
13. EXPORT REGULATIONS
Licensee agrees and accepts that Software may be subject to import and export laws of any country,
including those of the European Union and United States (specifically the Export Administration
Regulations (EAR)). Licensee acknowledges that it is not a citizen, national, or resident of, and
is not under control of the governments of Cuba, Iran, North Korea, Sudan or Syria and is not
otherwise a restricted end-user as defined by applicable export control laws. Further, Licensee
acknowledges that it will not download or otherwise export or re-export Software or any related
technical data directly or indirectly to the above-mentioned countries or to citizens, nationals,
or residents of those countries, or to any other restricted end user or for any restricted end-use.
14. TERM AND TERMINATION
(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, this Agreement and
Licensee's right and license to use Software will terminate immediately. Licensee may terminate
this Agreement at any time by notifying Licensor. Upon the termination of this Agreement, Licensee
must cease using Software and delete Software from its Clients and archives.
(c) LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, LICENSOR MAY TAKE
ACTIONS SO THAT SOFTWARE NO LONGER OPERATES.
15. MARKETING
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, on Licensor's web site, in public or legal documents. Licensee
hereby grants Licensor a license to use Licensee's name and any of Licensee's trade names and
trademarks solely pursuant to this marketing section.
16. GENERAL
(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, including the Third Party Software license 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, will 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 will 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 will be subject to the jurisdiction of, any Court of Czech Republic.
(e) Titles are inserted for convenience only and will 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 will be binding upon and will inure to the benefit of the parties,
their successors and assigns.
For exceptions or modifications to this Agreement, please contact Licensor at:
Address: Na hrebenech II 1718/10, Prague, 14700, Czech Republic
Fax: +420 241 722 540
E-mail: sales@jetbrains.com
