Terms of Service - YouTrack InCloud
Version 1.1, effective as of November 8th, 2018
IMPORTANT! READ CAREFULLY:This Subscription Agreement for JetBrains YouTrack InCloud (this "Agreement") contains the terms
and conditions that govern your access to and use of the Service and Software (as defined below)
and is an agreement between JetBrains and you or the legal entity you represent ("Subscriber" as
defined below). You represent to JetBrains that you are lawfully able to enter into contracts and areat least 13 years old (i.e. you are not a minor). If you are entering into this Agreement for an entity,
such as the company you work for, you represent to JetBrains that you have legal authority to bindthat entity. Please see the "Definitions" section for definitions of certain capitalized terms used inthis Agreement.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU CANNOT USE
JETBRAINS' SERVICE AND SOFTWARE. The Service and Software are not intended for use by children
under 13. IF YOU ARE UNDER 13 YEARS OLD, PLEASE DO NOT USE THE SERVICE AND SOFTWARE IN
ANY WAY.
1. DEFINITIONS"Documentation" means the online documentation for Service accessible on JetBrains Site, as
updated from time to time.
"Free Subscriber" means Subscriber who is using Service for free in accordance with the Subscription
presented on JetBrains Site as free.
"GB" means a gigabyte of storage space available for Subscriber to use within Service.
"Hosting System" means any server, real or virtual, network, Internet connection, infrastructure,
hardware and applications used by JetBrains to host Software.
"JetBrains" means JetBrains s.r.o. having its principal place of business at Na hřebenech II 1718/10,
Prague, 14000, Czech Republic, ID.No: 265 02 275, entered into the Commercial Register of theMunicipal Court in Prague, section C, file 86211.
"JetBrains Site" means websites operated by JetBrains, including, but not limited to,www.jetbrains.com.
"Service" means access to Software hosted by JetBrains on Hosting System and provided to
Subscriber by JetBrains via the Internet. For the avoidance of doubt, Service is not produced to thespecifications of Subscriber nor customized through modification or personalization, and is intended
for mass use.
"Service Subscription Term" means the period of time during which Subscriber is entitled to use
Service and Software.
"Software" means the software program YouTrack InCloud, including downloadable parts ofYouTrack provided by JetBrains in binary form.
"Subscriber" means the individual, company, or other legal entity specified in the Subscription
Confirmation, exercising rights under this Agreement and complying with all of the terms of thisAgreement. Subscriber includes any entity which directly or indirectly controls, is controlled by, or isunder common control with Subscriber. For the purposes of this definition, "Control" means direct
or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Subscriber's Data" means all electronic data or information submitted by Subscriber via Service andstored by JetBrains on Hosting System.
"Subscriber's Data Storage Limit" means the number of GB a Subscriber is allowed to use within
Service.
"Subscription" means the right of Subscriber to use Service and Software in accordance with thisAgreement.
"Subscription Confirmation" means an email message sent by JetBrains to Subscriber to confirm
Subscriber's right to use Service including Service Subscription Term, the number of Users, andSubscriber's Data Storage Limit.
"URL" means a unique URL to JetBrains Site that allows Subscriber to use Service.
"User" means an individual who is authorized by Subscriber to use Service and who has been
granted by Subscriber certain permissions for accessing Service.
2. SUBSCRIBERS' RESPONSIBILITIES(a) Subscriber agrees to:(i) register on JetBrains Site for using Service. Subscriber shall provide JetBrains with a name for
Subscriber's identification, a valid email address, and other information required by the registration
form on JetBrains Site to enable JetBrains to create Subscriber's URL;(ii) obtain an Internet connection, any equipment necessary for the Internet connection, and any
third-party software necessary for using Service, including, but not limited to, browser software that
supports a data security protocol compatible with the protocol used by JetBrains, and;(iii) use Service in compliance with Documentation and within the limitations set out in Subscription
Confirmation. If the Subscription parameters as outlined in Subscription Confirmation obtained by
Subscriber do not meet Subscriber's needs, Subscriber may adjust the parameters of Subscription as
set forth in Section 4 and Section 6 of this Agreement. The new parameters of Subscription shallbecome effective immediately upon confirmation by JetBrains.
(b) Subscriber shall not, and will make sure that Users do not:(i) modify, alter, tamper with, repair, or otherwise create derivative works of Service or associatedSoftware (except to the extent Software or any or its parts are provided to Subscriber under aseparate license that expressly permits the creation of derivative works);(ii) reverse-engineer, disassemble, or decompile Service or apply any other process or procedure toderive the source code of Service or associated Software;(iii) use Service in a way intended to avoid incurring fees or exceeding the limitations outlined in the
Subscription Confirmation limits;(iv) use Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, orto store or transmit material in violation of third-party privacy or copyrights;(v) attempt to gain unauthorized access to Service or to Hosting System; or(vi) provide access to Service or right to use Service to a third party.
(c) Subscriber shall be responsible for:(i) Users' compliance with this Agreement. If Subscriber becomes aware of any violation of
Subscriber's obligations under this Agreement by a User, Subscriber shall immediately terminate
such User's rights to use Service;(ii) the legality of Subscriber's Data and of the means by which Subscriber acquired Subscriber'sData. If Subscriber becomes aware of any Subscriber's Data violating this Agreement or any thirdparty rights, Subscriber shall immediately remove such Subscriber's Data from Service;(iii) compliance with applicable laws and government regulations;(iv) configuring and using the Service, and;(v) the confidentiality of Subscriber's URL, any Subscriber's Data, passwords and user names andtheir use by Users; and(vi) Subscriber's Data backup.
3. JETBRAINS' RESPONSIBILITIES(a) If Subscriber has subscribed for using Service on JetBrains Site, JetBrains will provide Subscriber
with a URL and other details required for using Service.
(b) JetBrains shall provide Subscription to Subscriber during the Service Subscription Term specified
in Subscription Confirmation and to the extent permitted by the limitations outlined in Subscription
Confirmation obtained by Subscriber.
(c) JetBrains will use commercially reasonable efforts to make Service available to Subscriber 24hours a day, 7 days a week, except for:(i) planned downtime;(ii) Hosting System failures, including Internet software provider failures or delays, or;(iii) any unavailability caused by circumstances beyond JetBrains' reasonable control (force majeure).
4. SUBSCRIPTIONS FOR USING THE SERVICE
Service Subscription Term for using Service in accordance with the obtained Subscription shall be theperiod of one (1) month or one (1) year as chosen by Subscriber when choosing their Subscription on
JetBrains Site. Service Subscription Term for Free Subscribers lasts until termination of thisAgreement in accordance with its terms. Service Subscription Term shall commence on the
Subscription start date and continue for the time period specified in Subscription Confirmation. The
Subscription shall automatically terminate at the end of Service Subscription Term. The Customer
can prolong Service Subscription Term for an additional period by extending the current Service
Subscription Term, or purchase a new Subscription.
5. FREE TRIAL(a) Subject to the terms of this Agreement, Subscriber is granted the right to use Service for
evaluation purposes free of charge for a period specified in Subscription Confirmation starting fromthe date of switching to the free trial (the "Trial Period"). JetBrains will make Service available to
Subscriber on a trial basis until the earlier of:

(i) expiration of the Trial Period, or;(ii) Subscriber obtaining any of the available Subscriptions.
(b) Subscriber's use of Service during the Trial Period shall be limited to the internal evaluation ofSoftware for the sole purpose of determining whether Service meets Subscriber's requirements andwhether Subscriber desires to continue using Service.
(c) JETBRAINS DOES NOT WARRANT THAT ANY SUBSCRIBER'S DATA ENTERED BY SUBSCRIBER
DURING THE TRIAL PERIOD AND ANY CUSTOMIZATIONS MADE TO SERVICE BY OR FOR SUBSCRIBER
DURING THE FREE TRIAL WILL BE STORED OR AVAILABLE UPON EXPIRATION OF THE TRIAL PERIOD,UNLESS SUBSCRIBER OBTAINS AN APPROPRIATE PAID SUBSCRIPTION TO CONTINUE USING SERVICE.
Subscriber is responsible for taking measures to prevent loss or damage of Subscriber's Data upon
expiration of the Trial Period.
6. FEES AND PAYMENTS(a) Fees for using Service shall be as set forth on JetBrains Site, unless agreed otherwise between theparties in writing. JetBrains will charge Subscriber for using Service on the basis of the following:
1. Service Subscription Term duration
2. Number of Users
3. Subscriber's Data Storage Limit
and pursuant to payment terms published on JetBrains Site.
(b) For monthly Subscriptions, Subscriber will be charged at the end of the monthly Service
Subscription Term for the maximum number of User accounts registered in Service during thatmonth, or maximum Subscriber's Data Storage Limit used during that month, whichever is greater.
Banned User accounts are not included in the calculation. In such case, the VAT supply date is thelast date of the month.
(c) For annual Subscriptions, Subscriber will be charged at the beginning of Service Subscription
Term for the number of Users or Subscriber's Data Storage Limit selected at the start of Service
Subscription Term. Throughout the annual Service Subscription Term, Subscriber may add more
Users or extend Subscriber's Data Storage Limit up to the limit set to 150% in the originalSubscription Confirmation. If Subscriber wants to add more Users or Data Storage than the 150%
limit, Subscriber needs to purchase more Users or Data Storage to have the relevant limit extended
accordingly. The maximum number of Users each month and the maximum extent of Subscriber's
Data Storage Limit are tracked automatically. At the end of Service Subscription Term, Subscriber
will be charged for the total number of extra Users added each month, or the maximum extent of
Subscriber's Data Storage Limit extended each month, whichever is greater, according to themonthly pricing specified on JetBrains Site. The VAT supply date is the date when the invoice isissued.
(d) All amounts payable to JetBrains will be paid by Subscriber without set-off or counterclaim, andwithout any deduction or withholding. Any levies, duties, and/or taxes imposed by Subscriber's
jurisdiction (including, but not limited to, value added tax, sales tax, and withholding tax) shall beborne solely by Subscriber. Subscriber may not deduct any amounts from fees payable to JetBrains,
unless otherwise specified by JetBrains. JetBrains may charge Subscriber interest at the rate of 1.5%
per month (or the highest rate permitted by law, if less) on all late payments.

(e) To ensure uninterrupted availability of Service, Subscriber shall pay the applicable Service
subscription fee by the due date set forth by JetBrains in purchase documents or any payment
reminders. If Subscriber does not pay the applicable subscription fee by the due date, JetBrains will
have the right to:(i) limit access to Service for Subscriber and Users except those Users with admin level access whowill retain access to the Global Settings page for the purposes of making payment upon the
expiration of two (2) calendar weeks following the payment due date;(ii) suspend or terminate Service in accordance with Sections 11 and 12 of this Agreement.
(f) Subscriber will reimburse JetBrains for any additional costs incurred by JetBrains to collect anylate payment for Subscriber's use of Service and resulting from Subscriber's breach of this Section 6.
7. OWNERSHIP(a) JetBrains retains ownership of all proprietary rights to Service and Software associated ordisplayed with Service, and to all related trade names, trademarks, and service marks. Subscriber's
rights acquired in relation to Service are limited to those necessary to enable Subscriber and its
Users to effectively use Service. All other rights remain reserved to JetBrains.
(b) JetBrains does not acquire any rights to Subscriber's Data transmitted, collected, or created by
Subscriber via Service. Subscriber retains ownership of all proprietary rights to Subscriber's Data.
(c) Subscriber grants JetBrains a royalty-free, worldwide, irrevocable, sub-licensable, transferable,
perpetual license to use and incorporate into Service any suggestions, enhancement requests,
recommendations or other feedback provided by Subscriber and its Users with regards to Service or
Software.
8. INDEMNIFICATION(a) Subscriber will defend, indemnify, and hold harmless JetBrains, its affiliates, and each of theirrespective employees, officers, directors, and representatives from and against any claims, damages,
losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating
to any third-party claim concerning:(i) Subscriber's or any User's use of Service (including any activities under Subscriber's URL and use
by Subscriber's employees and personnel);(ii) the breach of this Agreement or violation of applicable law by Subscriber or any User;(iii) Subscriber's Data or the combination of Subscriber's Data with other applications, content, or
processes, including any claim involving alleged infringement or misappropriation of third-party
rights by Subscriber's Data or by use, development, design, production, advertising or marketing of
Subscriber's Data; or(iv) a dispute between Subscriber and any User.
(b) JetBrains will promptly notify Subscriber of any claim subject to the previous section above, but
JetBrains' failure to promptly notify Subscriber will only affect Subscriber's obligations to the extent
that JetBrains' failure prejudices Subscriber's ability to defend the claim. Subscriber may:(i) use counsel of Subscriber's own choosing (subject to JetBrains' written consent) to defend against
any claim; and(ii) settle the claim as Subscriber deems appropriate, provided that Subscriber obtains prior writtenconsent from JetBrains before entering into any settlement. JetBrains may also assume control ofthe defense and settlement of the claim at any time.
9. DISCLAIMERSERVICE AND THE ASSOCIATED SOFTWARE ARE PROVIDED "AS IS." JETBRAINS MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE REGARDING SERVICE AND/OR SOFTWARE, INCLUDING ANY WARRANTY THAT SERVICE
AND/OR SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS,
OR THAT ANY CONTENT, INCLUDING SUBSCRIBER'S DATA, WILL BE SECURE OR NOT OTHERWISE
LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, JETBRAINS DISCLAIMS ALL
WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORYQUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIESARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
10. LIMITATIONS OF LIABILITY(a) JETBRAINS WILL NOT BE LIABLE TO SUBSCRIBER FOR ANY DIRECT, INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS,
GOODWILL, OR DATA), EVEN IF JETBRAINS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES. FURTHER, JETBRAINS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION,REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:(i) SUBSCRIBER'S INABILITY TO USE THE SERVICE AND/OR SOFTWARE, INCLUDING AS A RESULT OF
ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR SUBSCRIBER'S USE OF SERVICE
AND/OR SOFTWARE;(ii) JETBRAINS' DISCONTINUATION OF PROVIDING SERVICE AND/OR SOFTWARE;(iii) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF SERVICE AND/OR
SOFTWARE FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR
OTHER INTERRUPTIONS;(iv) THE COST OF PROCUREMENT OF A SUBSTITUTE SERVICE OR SOFTWARE;(v) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY SUBSCRIBER IN CONNECTION WITH
THIS AGREEMENT OR SUBSCRIBER'S USE OF OR ACCESS TO THE SERVICE AND/OR SOFTWARE; OR(vi) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE,
LOSS, OR FAILURE TO STORE ANY OF SUBSCRIBER'S DATA.
(b) IN ANY CASE, JETBRAINS' AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO
THE AMOUNT THAT SUBSCRIBER ACTUALLY PAID TO JETBRAINS UNDER THIS AGREEMENT FOR THE
SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM. THIS
LIMITATION WILL APPLY EVEN IF JETBRAINS HAS BEEN ADVISED OF THE POSSIBILITY OF LIABILITY
EXCEEDING SUCH AMOUNT AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF
ANY LIMITED REMEDY.
(c) JetBrains will not be liable for any delay or failure to perform any obligation under thisAgreement where the delay or failure results from any cause beyond JetBrains' reasonable control,
including, but not limited to, acts of God, labor disputes or other industrial disturbances, systemicelectrical, telecommunications, or other utility failures, earthquakes, storms or other elements ofnature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
11. TEMPORARY SUSPENSION
JetBrains may suspend Subscriber's right to use Service or any portion of Service immediately upon anotice to Subscriber if JetBrains determines that:(i) Subscriber's or User's use of Service may adversely impact or poses security or legal risks to
JetBrains, Service, Hosting System, or any third party;(ii) Subscriber does not comply with the payment obligations under Section 6 of this Agreement;(iii) Subscriber has ceased to operate in the ordinary course of business, made an assignment for the
benefit of creditors or similar disposition of Subscriber's assets, or become the subject of any
bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or(iv) Subscriber is using Subscription in violation of this Agreement.
12. TERM AND TERMINATION(a) This Agreement takes effect when Subscriber clicks an "I Accept" button or checkbox presented
with these terms and shall continue until terminated by either party as provided herein.
(b) Either party may terminate this Agreement for cause if the other party becomes the subject of apetition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation orassignment for the benefit of creditors. Subscriber can terminate this Agreement for cause upon 30
days written notice to JetBrains of a material breach if such breach remains uncured at the
expiration of such period.
(c) Upon termination of this Agreement for cause by Subscriber as outlined in clause 12. (b) above,
JetBrains shall refund to Subscriber any prepaid fees covering the Service Subscription Termremaining after the Agreement termination date. Upon any termination for cause by JetBrains,
Subscriber shall pay any unpaid fees covering the remainder of the Service Subscription Term after
the Agreement termination date.
(d) JetBrains may terminate this Agreement immediately upon notice to Subscriber if (i) JetBrains
decides to cease providing Service due to any business, economical, legal, or regulatory reason or (ii)
Subscriber has violated the terms of this Agreement and not cured such violation within 3 days ofreceiving notice of such violation from JetBrains, or (iii) the Free Subscriber has not logged in for 3
calendar months in a row.
(e) JetBrains will store Subscriber's Data and make it available to Subscriber for export after the
Agreement termination date according to the following schedule:(i) Subscriber's Data of Trial Period Users will be deleted one month and two weeks after the
expiration of Service Subscription Term.
(ii) Subscriber's Data of Free Users will be deleted 3 months and two weeks after the last interactionof the User with Service.
(iii) Subscriber's Data of Users with an unpaid Subscription will be deleted 3 months and two weeks
after the expiration of Service Subscription Term.

(iv) Subscriber's Data of Users with a paid Subscription will be deleted 6 months and two weeks after
the expiration of Service Subscription Term.
Upon expiration of the periods of time outlined above, JetBrains will have no obligation to store or
make available to Subscriber any of Subscriber's Data and, unless legally prohibited, will have theright to remove Subscriber's Data from Hosting System. JetBrains will notify Subscriber about theplanned deletion of Subscriber's Data in advance. JetBrains will exercise commercially reasonable
efforts to keep a backup of the deleted Subscriber's Data for one month after deletion unless
Subscriber instructs JetBrains to delete the backup of Subscriber's Data along with Subscriber's Data.
After this time, it will not be possible to restore the deleted Subscriber's Data anymore.
(f) Subscriber can request manual deletion of Subscriber's Data currently stored with JetBrains
through filling out the relevant request form on JetBrains Site. JetBrains will use commerciallyreasonable efforts to keep an automatic backup of Subscriber's Data deleted in this manner for 1
month after deletion, unless Subscriber instructs JetBrains to delete the backup of Subscriber's Dataalong with Subscriber's Data.
13. NOTICES(a) JetBrains may provide any notice to Subscriber under this Agreement by posting such notice on
JetBrains Site or sending a message to Subscriber's email address. Notices that JetBrains provides by
posting on JetBrains Site will be effective upon posting and notices JetBrains provides by email will
be effective when JetBrains sends the email message. It is Subscriber's responsibility to keep
Subscriber's email address current.
(b) To give JetBrains any notice under this Agreement, Subscriber shall contact JetBrains by fax at+420 241 722 540, by email at sales@jetbrains.com, or by personal delivery, overnight courier, or
registered or certified mail to JetBrains as specified in this Agreement. JetBrains may update thefacsimile number, address or email for notices to JetBrains by posting a notice on JetBrains Site.
Notices provided by personal delivery will be effective immediately. Notices provided by facsimiletransmission or overnight courier will be effective one business day after they are sent. Notices
provided by registered or certified mail will be effective three business days after they are sent.
Notices provided by email will be effective on the next business day after they are sent.
14. CLOSING PROVISIONS(a) Subscriber agrees to be identified as a customer of JetBrains and agrees that JetBrains may refer
to Subscriber by name, trade name and trademark, if applicable, and may briefly describe
Subscriber's business in JetBrains marketing materials, on JetBrains Site, and in public or legal
documents. Subscriber hereby grants JetBrains a worldwide, non-exclusive, royalty-free license touse Subscriber's name and any of Subscriber's trade names and trademarks solely pursuant to thismarketing section.
(b) This Agreement is governed by the laws of the Czech Republic. All disputes arising from thepresent Agreement and/or in connection with it shall be finally brought to and decided by any
relevant competent common court in 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.
(c) JetBrains may modify this Agreement at any time by posting a revised version of the Agreement
on JetBrains Site. The modified terms will become effective upon posting of a revised version of theAgreement on JetBrains Site. By continuing to use Service after the effective date of any

modification to this Agreement, Subscriber agrees to be bound by the modified terms. It is
Subscriber's responsibility to check JetBrains Site regularly for modifications to this Agreement.
(d) The parties are independent contractors. This Agreement does not create a partnership,
franchise, joint venture, agency, or a fiduciary or employment relationship between the parties.
(e) Sections 6, 8, 9, 10, 12 (c), 12(d), 14(a), 14(b), and 14(c) shall survive any termination or
expiration of this Agreement.
(f) There are no third-party beneficiaries to this Agreement.
(g) If any provision of this Agreement is held by a court of competent jurisdiction to be contrary tolaw, the provision shall be modified by the court and interpreted so as best to accomplish theobjectives of the original provision to the fullest extent permitted by law, and the remaining
provisions of this Agreement shall remain in effect.
(h) Children and minors. If you are under 18 years old, then by entering into this Agreement you
explicitly stipulate that (i) you have legal capacity to conclude this Agreement or that you have valid
consent from a parent or legal guardian to do so and (ii) you understand and agree to the JetBrains
Privacy Policy available at https://www.jetbrains.com/company/privacy.html. You may not enter
into this Agreement if you are under 13 years old. IF YOU DO NOT UNDERSTAND THIS SECTION, DO
NOT UNDERSTAND THE JETBRAINS PRIVACY POLICY, OR DO NOT KNOW WHETHER YOU HAVE THE
LEGAL CAPACITY TO ACCEPT THESE TERMS, PLEASE ASK YOU PARENT OR LEGAL GUARDIAN FOR
HELP.
For exceptions or modifications to this Agreement, please contact JetBrains at:
Address: Na Hřebenech II 1718/10, Prague, 14000, Czech Republic
Fax: +420 241 722 540
Email: sales@jetbrains.com