IDEA_OpenSource

LICENSE AGREEMENT FOR INTELLIJ IDEA
(Open Source Development 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.

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 an open source development group specified in the License Certificate.

2. DEFINITIONS

(a) "Software" means software program known as IntelliJ IDEA in binary form, including its 
documentation, upgrades provided pursuant to Section 8 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 a software developer or other open source development group member who 
is authorized by Licensee to use Software for the purpose of development of an open source project.
(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.

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, 
royalty-free license to use Software for a period of 1 (one) year as follows:

(a) Licensee may:
(i) install and use the licensed edition and version of Software on any number of Clients and on 
any operating system supported by Software and access it via JetBrains Account;
(ii) use Software by Authorized Users solely for the purpose of development of non-commercial open 
source projects that meet the Open Source Definition at http://www.opensource.org/docs/osd The 
right to use Software for any other purposes is expressly prohibited; 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 Software for any commercial purposes.

Licensee agrees to comply with the terms of this Agreement, and to take reasonable measures to 
prevent use of Software by Authorized Users in an inappropriate manner or access to Software by 
unauthorized users.

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 9 and 10 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. UPGRADES AND LICENSE RENEWAL

(a) Upgrades to new versions of Software are optional and free of charge during the 1-year license 
term specified in License Certificate. Licensee may obtain the generally available new versions of 
Software by downloading them from Licensor's web site at www.jetbrains.com.
(b) Licensee may renew its license for another year by submitting a written request to Licensor 30 
(thirty) days prior to the license expiration date.
(c) If not agreed otherwise in writing between Licensor and Licensee, upon upgrading to new version 
of Software or in the event of license renewal 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 download or license renewal.

9. 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.

10. 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 FIVE (5) USD OR THE FEES ACTUALLY PAID BY LICENSEE FOR SOFTWARE UNDER THIS AGREEMENT, WHICHEVER 
IS GREATER.

11. 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.

12. TERMINATION

(a) 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 delete Software from its Clients and archives, and also ensure that it is deleted by 
Authorized Users.
(b) LICENSEE AGREES THAT UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, LICENSOR MAY TAKE 
ACTIONS SO THAT SOFTWARE NO LONGER OPERATES.

13. 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.

14. 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