JetBrains AI Terms of Service
Version 1.0, effective as of December 6, 2023

Welcome to JetBrains AI!
These Terms of Service constitute a legally binding document, and it is important that You read them carefully.
JETBRAINS AI IS A SERVICE THAT ALLOWS YOU TO IMPROVE YOUR USE OF JETBRAINS PRODUCTS BY CONNECTING THEM TO LARGE LANGUAGE MODELS PROVIDED BY JETBRAINS DIRECTLY OR IN PARTNERSHIPWITH THIRD PARTIES.
IF YOU USE JETBRAINS AI, WE WILL SEND YOUR INSTRUCTIONS AND SOME OTHER INFORMATION TO
THIRD PARTIES PROVIDING LARGE LANGUAGE MODELS IN ORDER TO OBTAIN AN OUTPUT, A SUGGESTION, OR OTHER CONTENT FOR YOU. YOU ARE SOLELY RESPONSIBLE FOR SELECTING THE FILES WHICH
YOU DECIDE TO SHARE WITH THESE PARTIES THROUGH JETBRAINS AI AND FOR ANY SENSITIVE OR OTHERWISE PROTECTED INFORMATION THAT IS CONTAINED THEREIN.
THE LARGE LANGUAGE MODELS CONNECTED TO JETBRAINS AI GENERATE OUTPUTS AND SUGGESTIONS,WHOSE ACCURACY AND SUITABILITY FOR A GIVEN SITUATION OR APPLICATION MUST BE CONFIRMED
BY THE USERS OF JETBRAINS AI. YOU ARE ULTIMATELY RESPONSIBLE FOR EVALUATING WHETHER THE
OUTPUTS ARE CORRECT AND FIT FOR YOUR PURPOSES.
PLEASE NOTE THE DISCLAIMERS AND LIMITATIONS OF LIABILITY BELOW IN SECTIONS 9 AND 10, AS WELL
AS THE INDEMNIFICATION PROVISIONS IN SECTION 8.
You understand that by accepting these JetBrains AI Terms of Service (by clicking the “I agree” or a similar button
or by accessing or using JetBrains AI), You enter into a legal agreement and agree to certain legal conditions forYourself or for the legal entity that You represent.
By accepting these JetBrains AI Terms of Service, You confirm that You understand them, agree to them, and are atleast 13 years of age.

1. Introduction
These JetBrains AI Terms of Service (“Terms”) describe how You can access, purchase, and use JetBrains AI.
Accepting these Terms creates a legal agreement between (i) JetBrains s.r.o., a company registered in the Commercial
Register of the Prague Municipal Court, Section C, File 86211, ID No. 265 02 275 with its registered office at NaHřebenech II 1718/8, Prague, 14000, Czech Republic (“JetBrains”, “We”, or “Us”) and (ii) You, either a legal entity or anatural person (“Customer” or “You”). JetBrains and Customer may each also be referred to individually as a “Party”
or jointly as the “Parties”.
If You accept these Terms on behalf of a legal entity, You confirm (‘represent and warrant’) that You are authorized
to enter into agreements on behalf of that legal entity. If these Terms are accepted using an email address provided
by a legal entity, We will regard (‘deem’) You as authorized to represent that legal entity. You must be able to enter
into contracts (‘have capacity’).
Summary: Accepting these Terms creates a legal agreement between You and JetBrains. There are legal implications to accepting these Terms.

2. Definitionsa) Special legal phrases

There are certain phrases that have an accepted meaning for lawyers. To ensure these Terms are clear and accessible,
We have included the accepted ‘legal’ phrase in parentheses after the word to show that We intend it to have theaccepted ‘legal’ meaning.

1b) Definitions

There are also words or phrases in these Terms that have a particular defined meaning. When the word or phrase
is used for the first time, it is defined and capitalized. These Terms also use the following definitions:“Affiliate” means, with respect to any party, any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control of that party. ‘Control’ for such purposes means thepossession, direct or indirect, of the power to direct or affect the direction of the management and policies of aperson or entity, whether through the ownership of voting securities, by contract, or otherwise. You are responsible
for the compliance of Your Affiliate with these Terms.
“Confirmation” means an email confirming Your rights to use a paid JetBrains AI Subscription Plan and containing
important information about Your Subscription Plan, such as (‘including, but not limited to’) the Subscription Period,
as well the price of Your Subscription and important payment information.
“Data” means any of Your data that is transferred to, processed by, or otherwise used in JetBrains AI. Your Data
may include the source code processed in the JetBrains Product with which You are using JetBrains AI, information
derived from the source code, and/or usage related information from the User’s device submitted together with the
Input. When You use JetBrains AI, it may automatically select, read, and process some of Your Data in order tounderstand the context in which it should provide an Output or a suggestion.
“Documentation” means the latest versions of all online JetBrains AI technical documentation available at https://www.jetbrains.com/help/ai/, JetBrains Products-related documentation, and any other relevant JetBrains policy
available on the JetBrains Website that applies to JetBrains AI.
“Input” means any instruction, source code snippet, text, or other information sent by You or Your Users to JetBrains
AI.
“JetBrains Account” means an account created by You at https://account.jetbrains.com enabling the administrationof and/or access to JetBrains AI.
“JetBrains Products” means any product offered by JetBrains (other than JetBrains AI) which You use based on a
separate agreement with JetBrains and in which JetBrains AI can be enabled.
“JetBrains AI” means a hosted service offered by JetBrains which is based on connected large language models operated either by Us or by third parties. A list of the large language models connected to JetBrains AI and third parties
operating these models is available at https://www.jetbrains.com/legal/docs/terms/jetbrains-ai/service-providers/.
Activation of JetBrains AI in JetBrains Products allows You to leverage advanced artificial intelligence based features
such as code completion, AI assistant, or documentation generation. The availability of AI features for individual
JetBrains Products is described in the Documentation.
“JetBrains Website” means the JetBrains AI product website at www.jetbrains.com/ai and any other website operated
by Us.
“Output” means the text or other information received as a response to the Input, which is generated by JetBrains
AI.
“Subscription” means Your right to use JetBrains AI in connection with the features corresponding to Your Subscription Plan.
“Subscription Period” means the Subscription period described in Your Confirmation.
“Subscription Plan” means a subscription plan detailed in Your Confirmation and the specific features associatedwith it, as described on the JetBrains Website and/or in the Documentation. If the description of Your Subscription
Plan in Your Confirmation is different from the description on the JetBrains Website or in the Documentation, thedescription in Your Confirmation takes precedence.
“Suggestions” means the source code or other text suggested by JetBrains AI to You or Your Users made independently
on any particular Input.
“Third-Party Software” means any third-party software program that is owned or licensed by someone other thanUs and is described on the JetBrains Website.

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“User” means any employee, independent contractor, or other individual who obtains access to JetBrains AI underYour Subscription (including, for the avoidance of doubt, Your Affiliates).
Summary: Words starting with capital letters have special meanings. These words are defined in this section
or wherever they are used for the first time in these Terms.

3. Subscription, Rights, and Responsibilitiesa) Subscriptioni) Subscription Plan – In order to use JetBrains AI, You must have a Subscription (either a free or paid SubscriptionPlan). Your Subscription gives You and any Affiliates authorized by You the ability to use JetBrains AI in accordancewith Your Subscription Plan. Depending on Your Subscription Plan, You will be able to use JetBrains AI in certain
JetBrains Products during the Subscription Period as specified in Documentation and subject to certain limits, thatare described for every Subscription Plan on JetBrains Website.
ii) Free Subscription Plan – If You activate JetBrains AI in any of the JetBrains Products that You use, You will haveaccess to JetBrains AI features under the free Subscription Plan. The free Subscription Plan allows You to test thefeatures of JetBrains AI within the limits provided to You when You activate JetBrains AI. The limits allocated to
You under the free Subscription Plan are one-time only and are not renewed. Once You reach these limits, You will
not be able to use JetBrains AI features unless You purchase a paid Subscription Plan. From time to time, We may
decide to increase Your limits at Our discretion.
iii) JetBrains Paid Plan – If You purchase a paid Subscription Plan, You will be able to use JetBrains AI featuresduring the Subscription Period as long as Your use is within the limits of Your Subscription Plan and limits of fairuse determined internally by JetBrains. We may limit Your access to JetBrains AI if You exceed the limits of Your
Subscription Plan or the internal limits for the fair use.
iv) Automatic Renewals – If You purchase a monthly Subscription, Subscription Period will renew automatically foran additional month, unless You opt out from the automatic renewal in your JetBrains Account before the end of
the current Subscription Period. Annual Subscriptions will renew automatically only if the automatic renewal isenabled during purchase of the Subscription or later in Your JetBrains Account. You can opt out of the automatic
renewal of Your Subscription or activate it in Your JetBrains Account at any time. If You remove the payment method
used for the purchase of Subscription that should be renewed, the automatic renewal will be also disabled until You
decide to activate it.
b) Right to use JetBrains AI

You and Affiliates authorized by You can use JetBrains AI in connection with JetBrains Products as long as You
comply with these Terms, the Documentation, and the limits of Your Subscription. Subject to Your compliance withthese Terms and Documentation, JetBrains grants to You during the Subscription Period a non-exclusive, revocable,
conditional, worldwide right to use JetBrains AI as laid out in this section.
c) Your responsibilities

You are responsible for:i) Users – creating and maintaining a JetBrains Account and the permissions You grant to Your Users and Yourand Your Users’ actions and omissions while using JetBrains AI. If You become aware that any User breaches theseTerms, You must notify Us and immediately revoke that User’s access to JetBrains AI;ii) Confidentiality and security – keeping Your usernames, passwords, and access tokens confidential and secure, andmaking sure that Your Users do the same;iii) Acceptable use – using JetBrains AI in accordance with the Documentation and the JetBrains AI Acceptable Use
Policy, which is available at https://www.jetbrains.com/legal/docs/terms/jetbrains-ai/acceptable-use/ (“JetBrains AI

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Acceptable Use Policy”);iv) Equipment – maintaining a suitable internet connection in order to access Your JetBrains Account and JetBrains
AI and to receive any deliveries (all the deliveries under these Terms will be electronic). It is also Your responsibility
to have access to any hardware and any third-party software needed to run JetBrains AI, such as a connected
JetBrains Product and a browser with compatible data security protocols;v) Your Inputs and Your Data – managing all Inputs that You or Your Users submit to JetBrains AI and deciding on
which files containing Your Data will be accessible to JetBrains AI and which Inputs will be submitted (including
ensuring that it is legal for You and Your Users to make these submissions). You are also responsible for all legal
consequences, such as claims, damages, losses, liabilities, costs, and expenses that result from Your Inputs. If You
become aware that any of Your Inputs breach these Terms or the rights of another person (‘third party’), You must
notify Us without undue delay;vi) Evaluation of Outputs and Suggestions – making sure that Outputs or Suggestions made by JetBrains AI are correctand can be used for Your purposes; andvii) Compliance with laws – ensuring that You and Your Users use JetBrains AI according to all applicable laws andgovernmental regulations.
d) Restrictions

You must not, and You must make sure Your Users do not:i) Cheat – use, or try to use, JetBrains AI in a way that avoids incurring fees as specified in Section 6;ii) Transmit illegal data – use JetBrains AI to upload, store, or share, or allow others to upload, store, or share(‘transmit’), any material that is criminal, offensive, defamatory, or otherwise unlawful or a tort, or that breaches
the privacy or intellectual property rights of anyone else (‘third-party’). We have (‘reserve’) the right, but not the
responsibility, to reject or remove any Inputs, suspend or ban any User, or close any User account that We believe (‘inJetBrains sole discretion’) breaches these Terms, any other legal agreement with Us, or Our policies, or is otherwise
illegal;iii) Facilitate unauthorized access – allow unauthorized access to JetBrains AI, unless expressly permitted by theseTerms;
iv) Resell or distribute – resell or otherwise provide JetBrains AI or access to JetBrains AI to any third party, except
if We give You express permission; andv) Hack – utilize any procedures or tools to bypass JetBrains AI security, or utilize or allow JetBrains AI to be utilized
for the purpose of hacking, tunneling, or otherwise gaining unauthorized access to any computer or system.
More details are included in the JetBrains AI Acceptable Use Policy.
Summary: You can use JetBrains AI according to these Terms. Do not breach the restrictions outlined above, as
they are an important part of this agreement, and do not alter the recommended settings.
e) Our responsibilities

We will make commercially reasonable efforts to make JetBrains AI available to You. JetBrains AI may be unavailable
to You during planned downtime, failures of JetBrains AI – including failures or delays caused (fully or in part) by aninternet service provider or a providers of large language models – or any unavailability caused by circumstances
beyond JetBrains’ reasonable control (see the ‘Force Majeure’ Section).
Summary: You can use JetBrains AI according to these Terms. Do not breach the restrictions outlined above,as they are an important part of these Terms, and do not alter the recommended settings. Both Parties tothese Terms have certain responsibilities and need to approach them with the appropriate levels of seriousness. Please pay attention to the time period in which You are entitled to use JetBrains AI, the fact that Your
Subscription renews automatically, and the number of other resources You have purchased in Your Subscription
Plan.

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4. Intellectual Property Rights and Ownershipa) We own JetBrains AI

We own, or have the right to use, all the proprietary and intellectual property rights to JetBrains AI. This includes all
JetBrains AI-related trade secrets, copyrights, trademarks, service marks, patents, other registered or unregisteredintellectual property, and system-generated data. System-generated data includes aggregate anonymized data on
how JetBrains AI is used, system logs, metadata, registration and login data, and data required to provide support.
These are Our rights (‘rights are reserved’) and the only rights that You have in relation to JetBrains AI are thosethat are necessary for You to access and use JetBrains AI in accordance with these Terms and the Documentation.
b) You own Your Inputs and Your Data

As between You and Us and to the extent permitted by applicable law, You own the Inputs and Your Data sharedwith JetBrains AI and keep all proprietary rights, including intellectual property rights to them.
Every time You submit an Input to JetBrains AI, You confirm that You have the right to submit the Input together
with Your Data and understand that You are doing so at Your own risk, and that You are solely responsible for thisstep and all consequences of its use in JetBrains AI. You also indemnify Us from any liability relating to this Input
and Your Data (see the ‘Indemnification’ Section).
c) Your rights to use Outputs and Suggestions

Subject to Your compliance with these Terms, JetBrains hereby assigns to You all its right to, title to, and interest in
JetBrains AI’s Outputs and Suggestions. You understand that the Outputs and Suggestions are sometimes a result of
third-party large language models and as such can be subject to third-party rights, including open-source licenses.
You also acknowledge that Outputs and Suggestions are generated as a non-exclusive response to Your Inputs orcertain context of Your work with JetBrains Products, so the same or similar Outputs or Suggestions can also be
generated to other JetBrains AI customers, based on their inputs or context of their use.
d) Feedback

You give Us the right to use, change (‘modify’), commercialize, and incorporate into JetBrains AI any of Your ideas,suggestions, recommendations, proposals, or other feedback relating to JetBrains AI. You cannot withdraw this permission after it is given (it is ‘irrevocable’) and it is perpetual. We are not required to pay a fee for this feedback (it is‘royalty-free’), and We can transfer and give similar rights (‘sublicense’) to Your feedback to anyone else worldwide.
e) Third-Party Software

You understand that JetBrains AI integrates Third-Party Software and that by using JetBrains AI You might be using
Third-Party Software available at: https://www.jetbrains.com/legal/third-party-software/.

5. Access to Inputs, Your Data and Outputsa) Access control

If You use JetBrains AI, Your Inputs and Outputs might be accessible to Us and visible to Your Users.
You give Us permission to access Your Inputs, Your Data and Outputs for the following purposes:i) To provide You with JetBrains AI – We can access and utilize Your Inputs, Your Data and Outputs for the purposeof providing You with JetBrains AI;ii) For security reasons – We can access Your Inputs, Your Data and Outputs if We have a good reason to (‘reasonably’) believe this access is required to maintain the ongoing confidentiality, integrity, availability, performance,and resilience of Our systems and JetBrains AI; andiii) If We are legally required – We have the right to access, review, and remove all or a part of Your or Your Users’
Inputs and Outputs if We have a good reason to (‘reasonably’) believe that the Input or Outputs breach the law

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or these Terms. You understand that there are laws that could require Us to disclose Your Inputs, Your Data and
Outputs and, if these laws apply, We are obliged to comply with them.
You understand that these permissions are necessary in order to use JetBrains AI and You will not receive any
payment for them.
b) Sharing of Inputs and Your Data with Large Language Models Providers

You give Us permission to process your Inputs together with Your Data and to share them with the providers of large
language models connected to JetBrains AI by Us for the purpose of generating the Outputs or making Suggestions.
The list of such providers of large language models is published at https://www.jetbrains.com/legal/docs/terms/
jetbrains-ai/service-providers/ and can be updated by Us at any time through the publication of a new list. The
providers of the large language models are not authorized by Us to use Inputs or Your Data for their own businesspurposes, but the Inputs and Your Data may be monitored by them to prevent misuse or abuse of their services andthe Inputs and Your Data may be stored for a limited period for these purposes.
c) Use of Inputs and Your Data for Improvements of JetBrains AI

If You consent to detailed data collection as described in the Documentation, You also give Us permission to host,store, alter Your Inputs and Your Data in JetBrains AI, copy them to Our database, make backups, and analyze themon Our servers to understand the usage of JetBrains AI and identify opportunities for its improvement. It does not
permit Us to sell or otherwise transfer ownership of Your Inputs or Your Data to a third party, train any machinelearning models that generate code, text, or another type of data from which Inputs Your Data and Outputs could
be extracted, or reveal the Inputs or Your Data in any form to other users of JetBrains AI.
Summary: You keep all rights to the Inputs. However, You grant Us certain rights with respect to this data, sothat We can provide JetBrains AI and all its features to You.

6. Fees and Paymentsa) Subscription fees

You can use JetBrains AI for free when You sign up for the free Subscription Plan. The free Subscription Plan comeswith limited features compared to a paid Subscription Plan. If You select a paid Subscription Plan, You agree to pay
Subscription fees based on the pricing described on the JetBrains Website and in these Terms, and We will charge
You as stated in this Section.
b) Subscription billingAt the beginning of each Subscription Period, We will charge You the fee associated with Your selected SubscriptionPlan.
c) Purchasing directly or through authorized resellers and distributors

These Terms apply whether You pay the fees described above directly to JetBrains or through an authorized JetBrains
reseller or distributor. Neither resellers nor distributors are authorized to make any promises or commitments on
JetBrains’ behalf, and You understand and agree that JetBrains is not bound by any obligations to You other than as
specified in these Terms.
d) Paymentsi) Payment terms – Unless We agreed to specific payment or billing terms in these Terms, fees according to theseTerms must be paid by You in accordance with the JetBrains Terms and Conditions of Purchase (available atwww.jetbrains.com/legal/docs/store/terms/) or in accordance with the terms provided to You by Your authorized
JetBrains reseller or distributor, whichever are applicable.
ii) Set-off – You cannot deduct or set off any amount from the fees that You have to pay Us, even if We owe You anamount or You believe We owe You an amount (‘counterclaim’).
6iii) Taxes – All Subscription fees, and other amounts relating to JetBrains AI, exclude any and all applicable taxes
and similar fees (except taxes based solely on Our income) now in force or that may be imposed in the future on theprovision of JetBrains AI. You are responsible for all taxes, levies, and duties, such as value-added tax (‘VAT’), sales
tax, and withholding tax, that apply in Your country. You have to pay these in addition to the fees payable to Us.
e) Resolution of late payments

To continue using JetBrains AI without interruption, You must make sure that You pay all the relevant fees on time.
If You do not, We can:i) limit Your Users’ access to JetBrains AI or any of its features; orii) suspend Your access to JetBrains AI or end these Terms (see the ‘Temporary Suspension’ and ‘Term and Termination’ Section).
iii) downgrade the Subscription to a free Subscription Plan until the outstanding fees are paid.
You will reimburse Us for any additional costs that We incur in collecting late payments or that result from a breachof this Section. There will be no refunds of prepaid services in the event of termination or suspension, and We cancharge You during the suspension period.
Summary: To use JetBrains AI with a paid Subscription, You must pay Your Subscription fees on time.

7. Support
Your Subscription includes the support outlined on the JetBrains Website (“Support”). We will provide Support only
to the extent required for You to use JetBrains AI in accordance with the Documentation.
You can request Support by submitting a Support ticket at any time. We will try to respond to Your request in areasonable timeframe.
We can resolve a Support request by deciding in Our sole discretion to implement a publicly available patch, upgrade,or release in the future; by choosing to modify certain features, functionality, or settings; by providing necessary
Support information; or by remaining inactive.
If You decide to submit Data to Us as part of Your Support request, We will keep it confidential. By providing Data,
You give Us the necessary rights to access, view, store, and analyze it in the context of providing You with Support.

8. Indemnificationa) Indemnity

If there are any claims, damages, losses, liabilities, or fees and similar expenses, including fair (‘reasonable’) attorneyfees, brought against Us or the providers of large language models connected to JetBrains AI that are related to anyof the following claims (each of these is defined as a ”Claim”):i) Access and use of JetBrains AI – Your or Your Users’ access or use of JetBrains AI. This includes all activities related
to Your JetBrains Account and any actions taken by Your Users in relation to JetBrains AI;ii) Breach of these Terms – the breach of these Terms (including the JetBrains AI Acceptable Use Policy) by You or
any of Your Users;iii) Your Inputs and Outputs – Your Inputs and Outputs or the combination of Your Inputs and Outputs with other data,
infrastructure, or processes. This includes any allegation that Your Inputs and Outputs, or their use, development,
design, production, advertising, or marketing, infringe upon the rights of someone else (a ‘third party’), or that You
have illegally or without permission claimed someone else’s rights; oriv) Disagreements – disagreement between You, or any of Your Users, and another person;7then You agree to indemnify, defend, and hold Us and Our owners, directors, employees, agents, and representatives
harmless, and to indemnify, defend, and hold Our affiliates or the providers of large language models and theirowners, directors, employees, agents, and representatives harmless, from any and all Claims.
b) Indemnity claims

We will quickly (‘promptly’) let You know if someone makes a Claim. If We fail to let You know quickly, then that
failure will only affect Your obligation to indemnify Us to the extent that Our failure to inform You quickly adversely
affected Your ability to defend Us against the Claim. When You are defending Us against the Claim, You can chooseYour own lawyer, with Our written permission. If You have Our written permission, You can resolve (‘settle’) the
Claim as You decide (‘at Your discretion’). However, We can take full control of Your defense and settlement at anytime.

9. IMPORTANT – YOUR RISK AND OUR DISCLAIMERS(RISK) JETBRAINS AI AND ANY JETBRAINS AI SUPPORT IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’
BASIS. YOU ACCESS AND USE JETBRAINS AI AT YOUR OWN RISK.
(WARRANTIES & REPRESENTATIONS) EXCEPT AS EXPRESSLY SET OUT IN THESE TERMS, WE MAKE NO REPRESENTATIONS AND GIVE NO WARRANTIES IN RELATION TO JETBRAINS AI - EXPRESS, IMPLIED, STATUTORY,OR OTHERWISE. THIS INCLUDES WARRANTIES THAT JETBRAINS AI WILL BE UNINTERRUPTED, ERRORFREE, OR FREE OF HARMFUL COMPONENTS, AS WELL AS WARRANTIES THAT YOUR CONTENT WILL BE
SECURE OR NOT OTHERWISE LOST OR DAMAGED.
WE ALSO DENY (‘DISCLAIM’) ALL WARRANTIES. THIS INCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT
AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
THIS DISCLAIMER DOES NOT APPLY TO REPRESENTATIONS AND WARRANTIES THAT CANNOT BE EXCLUDED BY LAW.

10. IMPORTANT – LIMITATION OF OUR LIABILITY(TYPES OF DAMAGES) WE WILL NOT BE LIABLE TO YOU OR ANY OF YOUR USERS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. THIS INCLUDES DAMAGES FOR LOSS OF
PROFITS, GOODWILL, OR DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(CIRCUMSTANCES OF LOSS) WE WILL NOT BE LIABLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:a) YOUR, OR YOUR USERS’ INABILITY TO USE JETBRAINS AI, INCLUDING AS A RESULT OF A SUSPENDED

SUBSCRIPTION OR THE CANCELLATION OF YOUR SUBSCRIPTION OR THESE TERMS;b) OUR DECISION TO NO LONGER PROVIDE JETBRAINS AI FOR BUSINESS, ECONOMIC, LEGAL, OR REGULATORY REASONS;c) YOUR HAVING MADE JETBRAINS AI AVAILABLE TO YOUR USERS;d) YOUR USE OF JETBRAINS AI BEING CONTRARY TO OR INCONSISTENT WITH THE DOCUMENTATION;e) THE COST OF PROVIDING A SUBSTITUTE FOR JETBRAINS AI;f) ANY UNANTICIPATED OR UNSCHEDULED UNAVAILABILITY OF JETBRAINS AI OR A PART OF IT FOR ANY

REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES, OR OTHER INTERRUPTIONS;g) ANY INVESTMENTS, EXPENSES, OR COMMITMENTS THAT YOU OR A USER MAKE RELATING TO THESETERMS OR YOUR ACCESS TO OR USE OF JETBRAINS AI; ORh) ANY MODIFICATION, DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE ANY OF YOURDATA CAUSED BY YOU OR YOUR USERS.

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(MAXIMUM LIABILITY) OUR MAXIMUM, OVERALL (‘AGGREGATE’) LIABILITY RELATING TO THESE TERMS IS
LIMITED TO THE GREATER OF ONE HUNDRED (100) US DOLLARS OR THE AMOUNT THAT YOU ACTUALLY
PAID TO US FOR JETBRAINS AI IN THE SIX (6) MONTHS BEFORE YOU CLAIMED THAT WE WERE LIABLE.
THE MAXIMUM LIABILITY APPLIES EVEN IF WE WERE ADVISED THAT LIABILITY COULD EXCEED THE
MAXIMUM LIABILITY AMOUNT OR EVEN IF THE LEGAL BASIS (I.E. TORT, BREACH OF CONTRACT, EQUITY,
OR A SIMILAR BASIS) FOR A REMEDY IS INVALID.

11. Temporary Suspension
We can immediately suspend Your or Your Users’ right to use all or part of JetBrains AI, if We have a good reason
to (‘reasonably’) believe that:i) Threats – Your or Your Users’ use of JetBrains AI might adversely impact or pose a security, privacy, or legal risk
to JetBrains AI or any of its parts, Us, or another person (‘third party’);ii) Financial distress – You have stopped operating in the usual course of business, have transferred (‘assigned’) Your
assets for the benefit of creditors or made a similar arrangement, or are undergoing bankruptcy, reorganization,liquidation, dissolution, or a similar proceeding; oriii) Breach of terms – You or Your Users breached these Terms, applicable law, Our policies, or someone else’s rights.
We will make a reasonable effort to let You know of a suspension. Suspensions are temporary, but if the reasons for
suspension are not resolved, We can end these Terms (see the ‘Term and Termination’ Section).

12. Term and Terminationa) Term

These Terms start (‘take effect’) when You click the “I Accept” button or provide similar consent to (‘be bound by’)
these Terms. These Terms continue until the end of Your Subscription Period, unless they are ended (‘terminated’)earlier either by You or Us as described in these Terms.
b) Termination by You

You can terminate these Terms if We breach them. This must be done by letting Us know (‘give notice’) that We
have breached these Terms. If this breach is not resolved within thirty (30) days, these Terms will end.
If You terminate these Terms according to this Section, We will provide a refund to You of any prepaid amount forthe period that would have been Your Subscription Period after the date these Terms ended.
c) Termination by Us

We may terminate these Terms and Your Subscription if:i) You materially breached these Terms and failed to remedy the breach within thirty (30) days of written notice;ii) You fail to make timely payment of Subscription fees in accordance with Section 6 of these Terms;iii) We are required to do so by law (for example, where the provision of JetBrains AI to You is, or becomes, unlawful);iv) We elect to discontinue providing JetBrains AI, in whole or in part; orv) You have a free Subscription Plan and none of Your Users used JetBrains AI for at least 3 calendar months in arow.
We will make a reasonable effort to notify You via email (to the email address of the billing or technical contact
provided by You) thirty (30) days prior to termination of these Terms in the events specified in Sections 12(c)(iii) and912(c)(iv) above, in which case You will be entitled to a refund of the unused portion of prepaid Subscription fees, if
applicable.
In the event of termination for cause specified in Section 12(c)(ii) or 12(c)(v), We will make reasonable efforts to
notify You three (3) days prior to termination of these Terms. When these Terms are terminated as a consequenceof Your breach of these Terms, no refund is provided.
d) Effect of termination

Upon the expiration or termination of these Terms, Your Subscription will be terminated and You will have nofurther rights to use JetBrains AI; however, Sections 4(d), 4(e), 6, 8, 9, 10, 13, and 16 of these Terms will remain in
effect.

13. Marketing
If You are a legal entity, You give Us permission to publicly identify You as Our customer and refer to You by name ortrade name, display Your logo and trademarks, and describe Your business in marketing materials, on the JetBrains
Website, and in other public documents. You give Us permission to do this, but only for marketing purposes. We canuse Your name, trade name, and trademarks. We are not required to pay a fee for this permission (it is ‘royalty-free’),and it applies worldwide.

14. Noticesa) Notices by You

If You are required under these Terms to notify Us (‘give notice’) of anything, You may do so:i) by sending an email to legal@jetbrains.com. Any time period starts on the next business day after You send theemail;
ii) by courier delivery of a letter marked for the attention of the ‘Legal Department’ at the physical address publishedon the JetBrains Website. Any time period starts five (5) business days from when You send the letter; andiii) by registered post, marked for the attention of the Legal Department at the address displayed on the JetBrains
Website. Any time period starts ten (10) business days from when You send the letter.
b) Notices by Us

If We are required under these Terms to notify You (‘give notice’) of anything, We may do so:i) by posting the information on the JetBrains Website. Any time period starts on the day specified on the JetBrains
Website;ii) by sending an email to the email address that Your Confirmation was sent to. Any time period starts on the next
business day after We send the email.
It is Your responsibility to check the JetBrains Website for any changes and make sure that Your email address is up
to date in Our records.

15. Export Control Laws
You must comply with all applicable laws and regulations relating to export restrictive measures, economic sanctions,
export controls, import regulations, and trade embargoes, including those maintained by the European Union andthe United States of America (“Export Control Laws”). You confirm (‘represent and warrant’) that You are not an

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entity, nor are You owned, controlled, or otherwise related to a person or entity, or acting on behalf of any personor entity, that is targeted by Export Control Laws.
This means that You will ensure that JetBrains AI, related services, and/or technical data is not (i) accessed, downloaded, transferred, provided, exported, or re-exported directly or indirectly in violation of Export Control Laws; or(ii) used for any purpose prohibited by Export Control Laws.
You are also expected to report any concerns of non-compliance with these requirements and address any questions to ethics@jetbrains.com, compliance@jetbrains.com, or legal@jetbrains.com. In addition, You are required tocooperate with Us in Our efforts to verify Our and Your compliance with Export Control Laws.

16. General Provisionsa) These Terms and their Parties

These Terms together with the order accepted by Us form the entire agreement and replace any previous agreement
between You and Us in relation to its subject matter. By accepting these Terms, You agree to use and ensure thatYour Users will use the JetBrains AI in accordance with the JetBrains AI Acceptable Use Policy, available at https://www.jetbrains.com/legal/docs/terms/jetbrains-ai/acceptable-use/. Except as expressly mentioned, these Terms do
not apply or give rights to anyone else (‘no third-party beneficiaries’).
b) Personal Data

Any information directly or indirectly identifying an individual or other data protected under an applicable law
as personal data (“Personal Data”), that We will process on Your behalf in connection with these Terms, will beprocessed in accordance with the Data Processing Addendum at https://www.jetbrains.com/legal/dpa/ which is apart of (‘incorporated into’) these Terms. We may also process some of Your Personal Data in connection with theseTerms in our capacity as a data controller in accordance with our Privacy Policy at https://www.jetbrains.com/legal/
docs/privacy/privacy/. Provision of Personal Data as Input into the JetBrains AI is prohibitedc) Governing law and disputes

These terms are governed by the laws of the Czech Republic, without reference to conflict of laws principles, andspecifically excluding the United Nations Convention on Contracts for the International Sale of Goods. The Parties to these Terms undertake to use the best commercial efforts to amicably settle any disputes arising hereunder(“Dispute”).
Should the Parties to these Terms fail to settle a Dispute amicably, the Dispute will be excluded from the jurisdiction of general courts and all such Disputes will be finally decided by the Arbitration Court attached to the Czech
Chamber of Commerce and the Agricultural Chamber of the Czech Republic by three (3) arbitrators in accordancewith the Rules of that Arbitration Court, and the language of the proceedings will be English.
Notwithstanding this, You agree that We will still be allowed to apply (i) for payment orders (or otherwise enforce
payment for JetBrains AI provided under these Terms) in the jurisdiction in which You have Your registered seator principal place of business, and (ii) for injunctive remedies (or an equivalent type of urgent legal relief) in any
jurisdiction.
d) Force Majeure

We will not be responsible (‘liable’) for any delay or failure to perform any obligation under these Terms where
the delay or failure results from any cause beyond Our reasonable control. This includes any ‘acts of God’, labor
disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, publichealth emergencies, earthquakes, storms or other elements of nature, blockages, embargoes, riots, acts or orders ofgovernment, acts of terrorism, or war.
11e) Severability

If a court finds that any part of, or word in, these Terms is not enforceable, that part or word will not affect theenforceability of the rest of these Terms.
f) Interpretation

Any heading, title, or paragraph summary is only for convenience and does not affect the interpretation of theseTerms. Any instance of an inclusive word, such as ‘including’, is not comprehensive and refers to other items inthat category. References to time or periods of time are determined in reference to Central European Time.
g) WaiverAny waiver of Our rights under these Terms must be in writing and signed by Us.
h) Changes to Terms and policies

These Terms can be updated from time to time, to reflect changes in JetBrains AI and how it is offered to You. If thishappens, We will update these Terms on the JetBrains Website and let You know either by:i) Displaying them to You in JetBrains AI;ii) Displaying them in Your JetBrains Account; oriii) Sending the updated version to the email address used in Your JetBrains Account.
Any updated Terms will start (‘come into effect’) on the date specified in the updated Terms. By continuing to use
JetBrains AI after thirty (30) days from the effective date, You agree to be bound by the modified Terms.
We respect that You may not agree to the updated Terms. If that is the case, You can terminate Your Subscription at
any time up to thirty (30) days after the effective date of the updated Terms. Termination according to this Section
entitles You to a pro-rata refund of the pre-paid unused Subscription fees.
i) RelationshipYour relationship with JetBrains is that of independent parties. These Terms do not create a partnership, franchise,
joint venture, agency, fiduciary, employment, or any other type of relationship.
j) Contract review

By agreeing to these Terms, You are confirming to Us that:i) You have had sufficient opportunity to read, review, and consider these Terms;ii) You understand the content of each paragraph of these Terms; andiii) You have had sufficient opportunity to seek independent professional legal advice.
This means that, to the extent permitted by applicable law, any statutory provisions relating to so-called ‘form’ or‘adhesion’ contracts do not apply to these Terms.

12k) Reservation of rights

We reserve the right to alter JetBrains AI prices, features, specifications, capabilities, functions, terms of use, release
dates, general availability, and other characteristics. JetBrains reserves the right to limit your use of JetBrains AI
through quotas, rate limits, and other mechanisms published on the JetBrains Website or in the Documentation. We
can also alter, limit, or cease to provide JetBrains AI support at any time.
If You have any questions about these Terms, please contact Us at legal@jetbrains.com.

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