JetBrains-classroom

TOOLBOX SUBSCRIPTION AGREEMENT FOR EDUCATION AND TRAINING
Version 4.1, effective as of January 9th, 2019
IMPORTANT! READ CAREFULLY:
THIS IS A LEGAL AGREEMENT. BY CLICKING ON THE “I AGREE” (OR SIMILAR) BUTTON THAT IS PRESENTED 
TO YOU AT THE TIME OF YOUR PURCHASE, OR BY DOWNLOADING, INSTALLING, COPYING, SAVING ON YOUR DEVICE, 
OR OTHERWISE USING 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.
1. PARTIES
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. “Customer” or “You” means a public or private school, college, training course 
provider, university or other post-secondary educational establishment specified in the 
Subscription Confirmation, exercising rights under, and complying with the terms of this Agreement.
2. DEFINITIONS
2.1. “Agreement” means this Toolbox Subscription Agreement.
2.2. “Product” means any generally available JetBrains software product identified by JetBrains 
as an individual developer tool. For the avoidance of doubt, the Product is not produced to the 
specifications of Customer nor customized through modification or personalization, and is intended 
for mass distribution.
2.3. “Client” means a computer device used by a Customer for running the Product.
2.4. “JetBrains Account” or “JBA” means an account at https://account.jetbrains.com created 
by Customer, having a unique name and password, and through which Customer has access to Products 
in accordance with a Toolbox Subscription.
2.5. “JetBrains Toolbox” means the set of Products which are subject to this Agreement. For the 
avoidance of doubt, JetBrains Toolbox does not include JetBrains team productivity software or 
services such as YouTrack, TeamCity, Upsource, or Hub, or any other software, services or products 
which do not fall within the definition of Section 2.2 and which are subject to different terms and 
conditions.
2.6. “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.
2.7 “Subscription Confirmation” means an email confirming Customer’s rights to access and use 
Products (excl. Redistributable Products).
2.8. “Toolbox Subscription” specifies the subscription term and Products provided to Customer. 
Toolbox Subscription does not apply to Redistributable Products.
2.9. “Authorized User” means any student, faculty, staff member or other person authorized by 
Subscriber to use Products.
3. GRANT OF RIGHTS
3.1. Unless the Toolbox Subscription has expired or this Agreement is terminated in accordance with 
Section 10, and subject to the terms and conditions specified herein, JetBrains grants You a 
non-exclusive and non-transferable right to use each Product covered by the Toolbox Subscription 
for a period of 1 (one) year as follows:
(A) You may:
(i) Install and use any version of the Product covered by the Toolbox Subscription on any number of 
Clients and on any operating system supported by the Product;
(ii) Allow Authorized Users to use the Product solely in support of classroom instruction of 
students. The right to use the Product for any other purposes is expressly prohibited;
(iii) Allow Authorized Users to install and use the Product for homework at their residences on 
personally owned computers, provided that they agree to all the provisions of this Agreement;
(iv) Make one backup copy of the Product solely for archival/security backup purposes.
(B) You may not:
(i) Rent, lease, reproduce, modify, adapt, create derivative works of, distribute, sell or transfer 
the Product;
(ii) Provide access to the Product or Your JetBrains Account 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; or
(v) Use Products for any commercial purposes.
3.2. Customer acknowledges that no ownership right is conveyed to the Customer under this 
Agreement, irrespective of the use of terms such as “purchase” or “sale.” JetBrains has and 
retains all rights, title and interest, including all intellectual property rights, in and to the 
Products and any and all related or underlying technology, and any modifications or derivative 
works thereof, including without limitation as they may incorporate Feedback (as defined below).
3.3. Customer agrees to comply with the terms of this Agreement, and to take reasonable measures to 
prevent use of the Product in an inappropriate manner by Authorized Users or access to Products by 
unauthorized users.
3.4. 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 Sections 3.1-3.3:
(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 Customer 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.
4. ACCESS TO PRODUCTS
4.1 You must register for a JetBrains Account and have Internet access in order to access or 
receive Products, or to renew a subscription. Any registration information that You provide to Us 
via Your JetBrains Account must be accurate, current and complete. You must also update Your 
information so that We may send notices, statements and other information to You by email or 
through Your JetBrains Account. You are responsible for all actions taken through Your accounts.
4.2 You may use Your JetBrains Account credentials in the Product so We can verify Your rights to 
use the Product online. You acknowledge and agree that the Product will periodically connect to 
JetBrains servers to update this information including changes to JetBrains Account credentials and 
the Toolbox Subscription plan.
4.3 Alternatively, You may use an offline activation code that You can download in Your JetBrains 
Account. If you use this option, it is Your responsibility to download a new activation code and 
apply it to the Product registration screen every time you make changes to the Toolbox Subscription 
or whenever a Toolbox Subscription is renewed.
4.4 All deliveries under this Agreement will be electronic. You must have an Internet connection in 
order to access Your JetBrains Account and to receive any deliveries. For the avoidance of doubt, 
You are responsible for Product download and installation.
5. SUBSCRIPTION RENEWAL
5.1. Customer may renew its Product subscription for another year by submitting a written request 
to JetBrains 30 (thirty) days prior to the end of the Toolbox Subscription term.
5.2. If not agreed otherwise in writing between JetBrains and Customer, in the event of 
subscription renewal the relationship between the parties shall be governed and amended (if 
applicable) by the terms and conditions of the subscription agreement covering use of the Product 
available at www.jetbrains.com on the day of subscription renewal.
6. FEEDBACK
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 make, use, sell, have made, offer to sell, 
import, reproduce, publicly display, distribute, modify, or publicly perform the Feedback in any 
manner without any obligation, royalty or restriction based on intellectual property rights or 
otherwise.
7. THIRD-PARTY SOFTWARE
7.1. The Products include code and libraries licensed to Us by third parties, including open source 
software (“Third-Party Software”). A 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.X
7.2. 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.
8. WARRANTY LIMITATIONS
8.1 ALL PRODUCTS ARE PROVIDED TO CUSTOMER ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF 
THE PRODUCTS IS AT CUSTOMER’S OWN RISK.
8.2 JETBRAINS MAKES NO WARRANTY AS TO THE PRODUCTS’ 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 RESELLERS (COLLECTIVELY HEREUNDER, “JETBRAINS PARTIES”) DISCLAIM ALL WARRANTIES AND 
CONDITIONS, WHETHER 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 
PRODUCTS AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JETBRAINS PARTIES DO NOT REPRESENT OR WARRANT 
THAT THE PRODUCTS: (A) ARE ACCURATE, RELIABLE OR CORRECT; (B) WILL MEET ANY CUSTOMER REQUIREMENTS; 
(C) WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; (D) ARE FREE OF 
DEFECTS OR ERRORS AND THAT ANY, IF FOUND, WILL BE CORRECTED; AND/OR (E) ARE FREE OF VIRUSES OR 
OTHER HARMFUL COMPONENTS.
8.3 ANY CONTENT OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCTS ARE 
DOWNLOADED AT CUSTOMER’S OWN RISK; CUSTOMER AGREES IT IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS 
PROPERTY OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
8.4 CUSTOMER MAY HAVE OTHER RIGHTS, WHICH VARY FROM JURISDICTION TO JURISDICTION. THIS DOCUMENT IS 
NOT INTENDED TO ABROGATE SUCH RIGHTS.
9. DISCLAIMER OF DAMAGES
9.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE JETBRAINS PARTIES BE 
LIABLE TO CUSTOMER, CUSTOMER’S AFFILIATES, AUTHORIZED USERS, OR ANYONE ELSE FOR: (A) ANY LOSS OF 
USE, DATA, GOODWILL, OR PROFITS, WHETHER OR NOT FORESEEABLE; (B) ANY LOSS OR DAMAGES IN CONNECTION 
WITH TERMINATION OR SUSPENSION OF CUSTOMER’S ACCESS TO THE PRODUCTS IN ACCORDANCE WITH THIS 
AGREEMENT; OR (C) 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 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 CUSTOMER’S USE OF OR ACCESS TO THE PRODUCTS OR SUPPORT. THE FOREGOING 
LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE 
JURISDICTION.
9.2. THE JETBRAINS PARTIES’ TOTAL LIABILITY IN ANY MATTER ARISING OUT OF OR IN RELATION TO THIS 
AGREEMENT IS LIMITED TO TEN (10) US DOLLARS. THIS LIMITATION WILL APPLY EVEN IF THE JETBRAINS 
PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF LIABILITY EXCEEDING SUCH AN AMOUNT AND 
NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
.
10. TERM AND TERMINATION
10.1. The term of this Agreement will commence upon acceptance of this Agreement by Customer as set 
forth in the preamble above, and will continue for each Product through the end of the applicable 
subscription period specified in the respective Subscription Confirmation or in the case of 
Redistributable Products until terminated by either Customer or JetBrains. This Agreement can be 
renewed under the terms set forth in Section 5 of this Agreement with respect to a Product for a 
successive Toolbox Subscription term, unless terminated as set forth herein.
10.2. You may terminate this Agreement at any time by cancelling the subscription for one or more 
Products via Your JetBrains Account. If such termination occurs during a then-current subscription 
period, this Agreement will continue to be effective until the end of that subscription period.
10.3. JetBrains may terminate this agreement if:
(A) Customer has materially breached this Agreement and fails to cure such breach within thirty 
(30) days of written notice thereof;
(B) JetBrains is required to do so by law (for example, where the provision of the JetBrains 
Toolbox to Customer is, or becomes, unlawful); or
(C) JetBrains elects to discontinue to provide the JetBrains Toolbox, in whole or in part.
JetBrains will make reasonable effort to notify Customer via an email as follows:
Thirty (30) days prior to termination of the Agreement in the events specified in Clauses 10.3(B) 
and 10.3(C) above.
11. EXPORT REGULATIONS
Customer shall comply with all applicable laws and regulations with regards to economic sanctions, 
export controls, import regulations, and/or trade embargoes (all herein referred to as 
“Sanctions”), including those of the European Union and United States (specifically the Export 
Administration Regulations (EAR)). Customer declares 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, Customer warrants that it will not download or otherwise export or re-export the JetBrains 
Toolbox or any related technical data directly or indirectly to any person targeted by Sanctions or 
download or otherwise use the JetBrains Toolbox for any end-use prohibited or restricted by 
Sanctions.
12. GENERAL
12.1. Entire Agreement. This Agreement, including the Third-Party Software license terms, 
constitutes the entire agreement between the parties concerning its subject matter and supersedes 
any prior agreements between You and JetBrains regarding Your use of any JetBrains Products covered 
by the JetBrains Toolbox. 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 Customer and 
JetBrains.
12.2. Reservation of Rights. JetBrains reserves the right at any time to cease the support of the 
JetBrains Toolbox and to alter prices, features, specifications, capabilities, functions, terms of 
use, release dates, general availability or other characteristics of the JetBrains Toolbox.
12.3. 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 (by, for example, sending an email to the 
email address of the billing or technical contact You provided to us, posting on our blog, through 
Your JetBrains Account, or via the Product itself). If We modify this Agreement, the modified 
version of the Agreement will be effective from the start of the next Toolbox Subscription term. In 
this case, if You object to the updated Agreement terms, as Your exclusive remedy, You may cancel 
the Toolbox Subscription. You may be required to click through the updated Agreement to show Your 
acceptance. For the avoidance of doubt, each Subscription Confirmation is subject to the version of 
the Agreement in effect on the Subscription Confirmation date.
12.4. Severability. If a particular term of the Agreement is not enforceable, the unenforceability 
of that term will not affect any other terms of the Agreement.
12.5. Headings. Headings and titles are for convenience only and do not affect the interpretation 
of this Agreement.
12.6. No Waiver. Our failure to enforce or exercise any part of this Agreement is not a waiver of 
that section.
12.7. Governing Law. This Agreement will be governed by the laws of the Czech Republic, without 
regard to conflict of laws principles. Customer 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.
12.8. 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.
12.9. Notice. JetBrains may deliver any notice to Customer via electronic mail to an email address 
provided by Customer, JetBrains Account, 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 Customer via email, (ii) upon being uploaded to Your JetBrains Account 
(irrespective of when Customer actually receives it), (iii) upon personal delivery, (iv) one (1) 
day after deposit with an express courier, (v) or five (5) days after deposit in the mail, 
whichever occurs first.
For exceptions or modifications to this Agreement, please contact JetBrains at:
Address: Na Hrebenech II 1718/10, Prague, 14000, Czech Republic
Fax: +420 241 722 540
Email: sales@jetbrains.com